EXHIBIT 10jj-1

BELLSOUTH  OFFICER COMPENSATION DEFERRAL PLAN

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BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN  TABLE OF CONTENTS

|BACKGROUND AND PURPOSE               |  | 1
|------------------------------------ |  | -
|ARTICLE I    DEFINITIONS             |  | 2
|1.1      "Account"                   |  | 2
|1.2      "Affiliate"                 |  | 2
|1.3      "Annual Bonus"              |  | 2
|1.4      "Base Salary"               |  | 2
|1.5      "BellSouth"                 |  | 2
|1.6      "Beneficiary"               |  | 2
|1.7      "Board"                     |  | 2
|1.8      "Bonus Deferral Election"   |  | 2
|1.9      "Business Day"              |  | 2
|1.10    "Code"                       |  | 3
|1.11    "Company Stock"              |  | 3
|1.12    "Compensation"               |  | 3
|1.13    "Credited Interest Rate"     |  | 3
|1.14    "Deferral Contributions"     |  | 3
|1.15    "Deferral Election"          |  | 3
|1.16    "Effective Date"             |  | 3
|1.17    "Election Deadline"          |  | 3
|1.18    "Election Package"           |  | 4
|1.19    "Eligible Executive"         |  | 4
|1.20    "ERISA"                      |  | 4
|1.21    "Financial Hardship"         |  | 4
|1.22    "Interest Income Option"     |  | 5
|1.23    "Interest Income Subaccount" |  | 5
|1.24    "Investment Election"        |  | 5
|1.25    "Investment Options"         |  | 5
|1.26    "Mutual Fund"                |  | 5
|1.27    "Mutual Fund Option"         |  | 5
|1.28    "Mutual Fund Subaccount"     |  | 5
|1.29    "Participant"                |  | 5
|1.30    "Participating Company"      |  | 5
|                                     |  |  

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|1.31    "Performance Period"                                      |     | 5 
|----------------------------------------------------------------- | --- | --
|1.32    "Performance Share Award"                                 |     | 6 
|1.33    "Performance Share Deferral Election"                     |     | 6 
|1.34    "Performance Share Payment"                               |     | 6 
|1.35    "Plan"                                                    |     | 6 
|1.36    "Plan Administrator"                                      |     | 6 
|1.37    "Plan Year"                                               |     | 6 
|1.38    "Short Term Bonus Plan"                                   |     | 6 
|1.39    "Stock/Interest Option"                                   |     | 6 
|1.40    "Stock Plan"                                              |     | 6 
|1.41    "Stock Unit"                                              |     | 6 
|1.42    "Stock Unit Option"                                       |     | 6 
|1.43    "Stock Unit Subaccount"                                   |     | 7 
|1.44    "Valuation Date"                                          |     | 7 
|ARTICLE II ELIGIBILITY AND PARTICIPATION                          |     | 8 
|2.1      Annual Participation.                                    |     | 8 
|2.2      Interim Plan Year Participation.                         |     | 8 
|2.3      Election Procedures.                                     |     | 8 
|2.4      Cessation of Eligibility.                                |     | 8 
|ARTICLE III    PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS     |     | 10
|3.1      Participants' Accounts.                                  |     | 10
|                                                                  | (a) |   
|                                                                  | (b) |   
|                                                                  | (c) |   
|                                                                  | (d) |   
|3.2      Deferral Contributions.                                  |     | 10
|                                                                  | (a) |   
|                                                                  | (b) |   
|                                                                  | (c) |   
|                                                                  | (d) |   
|                                                                  | (e) |   
|                                                                  | (e) |   
|                                                                  | (f) |   
|3.3      Deferral Elections and Multiple Participating Companies. |     | 13
|3.4      Termination Under Severance Arrangement                  |     | 14
|3.5      Vesting.                                                 |     | 14
|3.6      Debiting of Distributions.                               |     | 14
|ARTICLE IV    DETERMINATION AND CREDITING OF INVESTMENT RETURN    |     | 15
|                                                                  |     |   

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|4.1      General Investment Parameters.               |     | 15
|----------------------------------------------------- | --- | --
|4.2      Participant Direction of Deemed Investments. |     | 15
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|                                                      | (d) |   
|4.3      Stock Unit Option.                           |     | 17
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|4.4      Interest Income Option.                      |     | 18
|                                                      | (a) |   
|                                                      | (b) |   
|4.5      Mutual Fund Option.                          |     | 18
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|4.6      Good Faith Valuation Binding.                |     | 19
|4.7      Errors and Omissions in Accounts.            |     | 19
|ARTICLE V    PAYMENT OF ACCOUNT BALANCES              |     | 20
|5.1      Benefit Amounts.                             |     | 20
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|5.2      Elections of Timing and Form.                |     | 20
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|5.3      Benefit Payments to a Participant.           |     | 21
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|                                                      | (d) |   
|5.4      Death Benefits.                              |     | 22
|                                                      | (a) |   
|                                                      | (b) |   
|5.5      Withdrawals.                                 |     | 22
|                                                      | (a) |   
|                                                      | (b) |   
|5.6      Beneficiary Designation.                     |     | 23
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|5.7      Taxes.                                       |     | 24
|                                                      |     |   

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|ARTICLE VI    CLAIMS                                  |     | 25
|----------------------------------------------------- | --- | --
|6.1      Initial Claim.                               |     | 25
|6.2      Appeal.                                      |     | 25
|6.3      Satisfaction of Claims.                      |     | 25
|ARTICLE VII    SOURCE OF FUNDS                        |     | 26
|ARTICLE VIII    PLAN ADMINISTRATION                   |     | 27
|8.1      Action by the Plan Administrator.            |     | 27
|                                                      | (a) |   
|                                                      | (b) |   
|8.2      Rights and Duties of the Plan Administrator. |     | 27
|8.3      Bond; Compensation.                          |     | 28
|ARTICLE IX    AMENDMENT AND TERMINATION               |     | 29
|9.1      Amendments.                                  |     | 29
|9.2      Termination of Plan.                         |     | 29
|9.3      Limitation on Authority.                     |     | 29
|                                                      | (a) |   
|                                                      | (b) |   
|                                                      | (c) |   
|ARTICLE X    MISCELLANEOUS                            |     | 31
|10.1      Taxation.                                   |     | 31
|10.2      Withholding.                                |     | 31
|10.3      No Employment Contract.                     |     | 31
|10.4      Headings.                                   |     | 31
|10.5      Gender and Number.                          |     | 31
|10.6      Assignment of Benefits.                     |     | 31
|10.7      Legally Incompetent.                        |     | 31
|10.8      Entire Document.                            |     | 31
|10.9      Governing Law.                              |     | 31
|EXHIBIT A                                             |     |   

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BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN

Effective as of the 1st day of January, 2002, BellSouth Corporation ("BellSouth") established the BellSouth Officer Compensation Deferral Plan (the "Plan"). The
Plan is hereby amended and restated in its entirety effective as of the 1st day of September, 2002.

BACKGROUND AND PURPOSE

A.Goal.    BellSouth desires to provide its executives, and those of its affiliated
companies that participate in the Plan, with an opportunity (i) to defer the receipt and income taxation of a portion of such executives' compensation; and (ii) to receive an investment
return on those deferred amounts based on either (A) the return of BellSouth stock, an indexed rate of interest, or a combination of the two, or (B) for executives who satisfy
BellSouth's stock ownership guidelines, the return of a selected group of mutual and other investment funds.

B.Purpose.    The purpose of the Plan is to set forth the terms and conditions under which
these deferrals may be made and deemed invested and to describe the nature and extent of the executives' rights to their deferred amounts.

C.Type of Plan.    The Plan constitutes an unfunded, nonqualified deferred compensation
plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. Each participating company alone has the obligation to pay amounts
payable under the Plan to Plan participants, and such payments are not, and will not be, an obligation of any other participating company.

ARTICLE IDEFINITIONS

For purposes of the Plan, each of the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning
plainly is required by the context.

1.1"Account"shall mean, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the
last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary with respect to the Deferral Contributions of such Participant for
any Plan Year.

1.2"Affiliate"shall mean at any time any corporation, joint venture or partnership in which BellSouth owns directly or
indirectly, (i) with respect to a corporation, stock possessing at least ten percent (10%) of the total combined voting power of all classes of stock in the corporation, or (ii) in the
case of a joint venture or partnership, a ten percent (10%) or greater interest in the capital or profits of such joint venture or partnership.

1.3"Annual Bonus"shall mean, with respect to each Eligible Executive for a specified Plan Year, such Eligible Executive's
standard or base award amount to be earned under the Short Term Bonus Plan for such Plan Year (and payable in the succeeding year).

1.4"Base Salary"shall mean, with respect to each Eligible Executive for a specified Plan Year, the gross regular, periodic
base salary paid or payable to the Eligible Executive during such Plan Year, including any of the Eligible Executive's own before-tax and after-tax contributions to, or
deferrals under, any Code Section 401(k), Code Section 125, nonqualified deferred compensation or other employee benefit plan or program, maintained by a Participating Company from time
to time, but excluding any contributions or benefits paid under any such plan or program by a Participating Company.

1.5"BellSouth"shall mean BellSouth Corporation, a Georgia corporation.

1.6"Beneficiary"shall mean, with respect to a Participant, the person(s) determined in accordance with Section 5.4
to receive any death benefits that may be payable under the Plan upon the death of the Participant.

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1.7"Board"shall mean the Board of Directors of BellSouth.

1.8"Bonus Deferral Election"shall mean an election form provided by the Plan Administrator on which an Eligible Executive
may elect to defer a portion of such executive's Annual Bonus.

1.9"Business Day"shall mean each day on which the New York Stock Exchange operates and is open to the public for trading.

1.10"Code"shall mean the Internal Revenue Code of 1986, as amended.

1.11"Company Stock"shall mean the $1.00 par value per share voting common stock of BellSouth.

1.12"Compensation"shall mean, for purposes of determining the maximum amount of Base Salary that a Participant may elect to
defer under the Plan for any Plan Year, the total of such Participant's (i) annualized Base Salary rate, and (ii) Annual Bonus amount. Such amount shall be determined as the rate or
amount in effect or applicable on the date a Participant executes a Deferral Election. For any Participant employed by a Participating Company whose compensation structure does not readily fit this
definition, "Compensation" shall mean cash compensation as defined by the Plan Administrator. For purposes of determining the maximum amount of Annual Bonus that a Participant may elect to defer under
the Plan for any Plan Year, "Compensation" shall mean the amount of Annual Bonus in effect or applicable on the date such Participant executes a Bonus Deferral Election.

1.13"Credited Interest Rate"shall mean, for each Plan Year, the rate of return equal to Moody's Monthly Average of Yields
of Aa Corporate Bonds, as published by Moody's Investors Service, Inc., for the month of July immediately preceding such Plan Year. If such rate (or any alternative rate described in this
sentence) is at any time no longer available, the Plan Administrator shall designate an alternative rate which, in the Plan Administrator's reasonable judgment, is generally comparable to the rate
described in the preceding sentence, and such alternative rate shall thereafter be the Credited Interest Rate.

1.14"Deferral Contributions"shall mean, as applicable, for each Plan Year that portion of a Participant's Base Salary
and/or Annual Bonus deferred, and for each Performance Period that portion of a Participant's Performance Share Payment deferred, under the Plan pursuant to Section 3.2.

1.15"Deferral Election"shall mean an election form provided by the Plan Administrator on which an Eligible Executive may
elect to defer under the Plan a portion of such Eligible Executive's Base Salary.

1.16"Effective Date"shall mean January 1, 2002.

1.17"Election Deadline"shall mean:



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1.18"Election Package"shall mean a package consisting of a Deferral Election, a Bonus Deferral Election, a Performance
Share Deferral Election, an Investment Election and such other forms and documents distributed to an Eligible Executive by the Plan Administrator for the purpose of allowing such Eligible Executive to
elect to actively participate in the Plan for a Plan Year.

1.19"Eligible Executive"shall mean, for each Plan Year, each management employee of a Participating Company who
(i) is a member of a select group of highly compensated or key management employees, and (ii) is designated by the Plan Administrator as a member of BellSouth's "executive compensation
group," or is otherwise designated by the Plan Administrator as eligible to participate in the Plan.

1.20"ERISA"shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.21"Financial Hardship"shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of the Participant's dependent [as defined in Code Section 152(a)], loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship shall be determined by the Plan Administrator on the
basis of the facts of each case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Plan Administrator; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved:



Examples
of what are not considered to be unforeseeable emergencies include the need to send a Participant's child to college or the desire to purchase a home.

1.22"Interest Income Option"shall mean the Investment Option described in Section 4.4, pursuant to which a
Participant's deemed investment earnings are determined on the basis of the Credited Interest Rate.

1.23"Interest Income Subaccount"shall mean a bookkeeping subaccount reflecting that portion of a Participant's Account for
each Plan Year which is deemed to be invested in the Interest Income Option.

1.24"Investment Election"shall mean an election in such form as is provided by the Plan Administrator on which an Eligible
Executive may elect to have Deferral Contributions for a Plan Year (and all investment earnings attributable thereto) deemed invested in the Stock Unit Option, the Interest Income Option and/or the
Mutual Fund Option (including the underlying Mutual Funds).

1.25"Investment Options"shall mean the Stock Unit Option, the Interest Income Option and the Mutual Fund Option (including
the underlying Mutual Funds).

1.26"Mutual Fund"shall mean the investment funds selected from time to time by the Plan Administrator for purposes of
determining the rate of return on amounts deemed invested in the Mutual Fund Option pursuant to the terms of the Plan.

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1.27"Mutual Fund Option"shall mean the Mutual Fund Option described in Section 4.5, pursuant to which a
Participant's deemed investment earnings are determined by the rate of return applicable to Mutual Funds.

1.28"Mutual Fund Subaccount"shall mean a bookkeeping subaccount reflecting that portion of a Participant's Account for each
Plan Year which is deemed to be invested in the Mutual Fund Option.

1.29"Participant"shall mean any person participating in the Plan pursuant to the provisions of Article II.

1.30"Participating Company"shall mean BellSouth and each Affiliate which, by action of its board of directors (or
equivalent governing body), adopts the Plan as a Participating Company with the approval of the Plan Administrator. Such entities shall be listed on Exhibit A hereto, which shall be updated
from time to time to reflect the addition of new Participating Companies and the effective dates of their participation, and the deletion of any entities which are no longer Participating Companies.

1.31"Performance Period"shall mean the three consecutive calendar year period (or other period of time) specified in a
performance share award agreement (or similar document) made pursuant to the Stock Plan with respect to which a Performance Share Deferral Election is made.

1.32"Performance Share Award"shall mean, with respect to each Eligible Executive for a specified Performance Period, an
award of "Performance Shares" (as such term is defined in the Stock Plan) made pursuant to the Stock Plan with respect to such Performance Period.

1.33"Performance Share Deferral Election"shall mean an election form provided by the Plan Administrator on which an
Eligible Executive may elect to defer a portion of such executive's Performance Share Payment.

1.34"Performance Share Payment"shall mean the aggregate of any and all amounts to be paid with respect to a Performance
Share Award.

1.35"Plan"shall mean the BellSouth Officer Compensation Deferral Plan, as contained herein and all amendments hereto.

1.36"Plan Administrator"shall mean the Chief Executive Officer of BellSouth and any individual or committee the Chief
Executive Officer designates to act on his or her behalf with respect to any or all of the Chief Executive Officer's responsibilities hereunder; provided, the Board may designate any other person or
committee to serve in lieu of the Chief Executive Officer as the Plan Administrator with respect to any or all of the administrative responsibilities hereunder.

1.37"Plan Year"shall mean the calendar year.

1.38"Short Term Bonus Plan"shall mean the BellSouth Corporation Officer Short Term Incentive Award Plan, or any successor
plan.

1.39"Stock/Interest Option"shall mean the investment option comprised of the Stock Unit Option and/or the Interest Income
Option, as described in Section 4.2(b)(i).

1.40"Stock Plan"shall mean the Amended and Restated BellSouth Corporation Stock Plan, effective April 24, 1995, as
amended, or any successor plan.

1.41"Stock Unit"shall mean an accounting entry that represents an unsecured obligation of a Participating Company to pay to
a Participant an amount which is based on the fair market value of one share of Company Stock as set forth herein. A Stock Unit shall not carry any voting, dividend or other similar rights and shall
not constitute an option or any other right to acquire any equity securities of BellSouth.

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1.42"Stock Unit Option"shall mean the Investment Option described in Section 4.3, pursuant to which a Participant's
deemed investment earnings are determined by the rate of return applicable to Stock Units.

1.43"Stock Unit Subaccount"shall mean a bookkeeping subaccount reflecting that portion of a Participant's Account for each
Plan Year which is deemed to be invested in the Stock Unit Option.

1.44"Valuation Date"shall mean (i) for purposes of valuing deemed investments in the Stock/Interest Option,
December 31 (or, if December 31 is not a Business Day, the last Business Day immediately preceding December 31); (ii) for purposes of valuing deemed investments in
Participants' Mutual Fund Subaccounts, the last Business Day of each calendar quarter; and (iii) each other day declared by the Plan Administrator to be a Valuation Date for any specified
purpose.

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ARTICLE IIELIGIBILITY AND PARTICIPATION

2.1Annual Participation.    Each individual who is an Eligible Executive as of the first
day of a Plan Year and is employed by a Participating Company before the beginning of such Plan Year shall be eligible to defer a portion of such Eligible Executive's Base Salary, Annual Bonus and
Performance Share Payment, if any, and thereby to actively participate in the Plan for such Plan Year. Such individual's participation shall become effective as of the first day of such Plan Year,
provided that the Eligible Executive properly and timely completes the election procedures described in Section 2.3. For purposes of the Plan, references to "Plan Year" with respect to a
Performance Share Deferral Election shall mean the Plan Year that is the final calendar year of the Performance Period.

2.2Interim Plan Year Participation.    Each individual who becomes employed by a
Participating Company as an Eligible Executive on or before October 1 of a Plan Year, and who is not otherwise eligible to participate in the Plan during such Plan Year in accordance with
Section 2.1, shall be immediately eligible upon commencement of such employment to make a Deferral Election and/or Bonus Deferral Election, and thereby to actively participate in the Plan, for
the remainder of such Plan Year. Such individual's participation shall become effective as of the first day of the calendar month following the calendar month in which such Deferral Election and/or
Bonus Deferral Election is made, provided that the Eligible Executive properly and timely completes the election procedures described in Section 2.3.

2.3Election Procedures.    Each Eligible Executive may elect to defer a portion of such
Eligible Executive's Base Salary, Annual Bonus and/or Performance Share Payment, and thereby become an active Participant for a Plan Year (or, if Section 2.2 is applicable, for the remainder of
such Plan Year), by delivering a completed Deferral Election, Bonus Deferral Election and/or Performance Share Deferral Election and an Investment Election to the Plan Administrator by the applicable
Election Deadline for such Plan Year. Such an election shall be effective only if the individual is actively employed as an Eligible Executive at the time the individual delivers the completed
Deferral Election, Bonus Deferral Election and/or Performance Share Deferral Election and Investment Election to the Plan
Administrator. The Plan Administrator may also require the Eligible Executive to complete other forms and provide other data, as a condition of participation in the Plan.

2.4Cessation of Eligibility.    An Eligible Executive's active participation in the Plan
shall terminate, and the Eligible Executive shall not be eligible to make any additional Deferral Contributions, for any portion of a Plan Year following the date the Eligible Executive's employment
with BellSouth and all Participating Companies terminates (unless such individual is reemployed as an Eligible Executive later in such Plan Year). In addition, an individual who actively participated
in the Plan during prior Plan Years but who is not an Eligible Executive or does not complete the election procedures, for a subsequent Plan Year, shall cease active participation in the Plan for such
subsequent Plan Year. If an individual's active participation in the Plan ends, such individual shall remain an inactive Participant in the Plan until the earlier of (i) the date the full
amount of such individual's Accounts is distributed from the Plan, or (ii) the date the individual again becomes an Eligible Executive and recommences active participation in the Plan. During
the period of time that an individual is an inactive Participant in the Plan, such individual's Accounts shall continue to be credited with earnings as provided in the Plan.

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ARTICLE IIIPARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS

3.1Participants' Accounts.



3.2Deferral Contributions.    Each Eligible Executive may irrevocably elect to have
Deferral Contributions made on his or her behalf for a Plan Year (or, if Section 2.2 is applicable, for the remainder of such Plan Year), by completing in a timely manner a Deferral Election,
Bonus Deferral Election and/or Performance Share Deferral Election and an Investment Election, and following other election procedures as provided in Section 2.3. Subject to any modifications,
additions or exceptions that the Plan Administrator, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such Deferral Elections, Bonus Deferral
Elections and Performance Share Deferral Elections:



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8

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3.3Deferral Elections and Multiple Participating Companies.    Any Deferral Election,
Bonus Deferral Election and/or Performance Share Deferral Election which is timely executed and delivered to the Plan Administrator shall be effective to defer Base Salary, Annual Bonus and/or a
Performance Share Payment earned by the Participant from the Participating Company employing such Participant at the time of the Participant's election or any other Participating Company employing
such Participant during the Plan Year for which the Deferral Election, Bonus Deferral Election is effective, or during the Performance Period with respect to which a Performance Share Deferral
Election is effective. In particular, a Participant (i) who timely executes and delivers a Deferral Election, Bonus Deferral Election and/or Performance Share Deferral Election while employed
by one Participating Company and subsequently transfers to another Participating Company, or (ii) who terminates employment and subsequently becomes employed by another Participating Company,
shall have the Base Salary, Annual Bonus and/or Performance Share Payment that is paid or payable to such Participant by both Participating Companies reduced under the terms of the Deferral Election,
Bonus Deferral Election and/or Performance Share Deferral Election and the Plan as if the transfer or termination and reemployment had not occurred; provided that, as provided in
Section 3.2(c), no amounts of Base Salary shall be withheld to the extent they are attributable to any portion of the Plan Year during which such Participant is not receiving Base Salary as an
Eligible Executive of a Participating Company.

3.4Termination Under Severance Arrangement.    A Participant eligible to participate in a
severance plan or arrangement sponsored by a Participating Company which provides for a lump-sum severance payment upon termination of employment may elect, on such form and at such time
and in such manner as shall be prescribed by the Plan Administrator, to reduce the amount of a lump-sum severance payment to which the Participant may become entitled under such plan or
arrangement. The amount of such reduction shall not exceed the dollar amount by which the Participant's deferred Base Salary for the Plan Year in which such termination occurs would not have been made
at the time of termination of employment, and the amount so elected shall for all purposes be treated as Deferral Contributions made under the Plan.

3.5Vesting.    A Participant shall at all times be fully vested in the Participant's
Deferral Contributions and all investment earnings attributable thereto.

3.6Debiting of Distributions.    As of each Valuation Date, the Plan Administrator shall
debit each Participant's Account for any amount distributed from such Account since the immediately preceding Valuation Date.

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ARTICLE IVDETERMINATION AND CREDITING OF INVESTMENT RETURN

4.1General Investment Parameters.    The rate of return credited to each Participant's
Account shall be determined on the basis of the Investment Option(s) selected by the Participant. The terms of this selection process and the manner in which investment return is credited are set
forth in this Article IV.

4.2Participant Direction of Deemed Investments.    Each Participant generally may direct
that his or her Deferral Contributions for each Plan Year shall be deemed invested in either the Stock/Interest Option or the Mutual Fund Option, and then may select among the options offered within
that selection. The Participant may make a separate election for his or her deferred Base Salary and deferred Annual Bonus for each Plan Year and deferred Performance Share Payment for each
Performance Period. Notwithstanding the foregoing, the Mutual Fund Option may be elected only by Participants who, as of June 30 of the year in which the Investment Election is made, satisfy
the BellSouth stock ownership target then applicable to each such Participant under BellSouth's executive stock ownership guidelines. Once made, a Participant may not revoke an election between the
Stock/Interest Option and the Mutual Fund Option.



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4.3Stock Unit Option.



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4.4Interest Income Option.



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4.5Mutual Fund Option.



4.6Good Faith Valuation Binding.    In determining the value of Accounts, the Plan
Administrator shall exercise its best judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries.

4.7Errors and Omissions in Accounts.    If an error or omission is discovered in the
Account of a Participant or in the amount of a Participant's Deferral Contributions, the Plan Administrator, in its sole discretion, shall cause appropriate, equitable adjustments to be made as soon
as administratively practicable following the discovery of such error or omission.

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ARTICLE VPAYMENT OF ACCOUNT BALANCES

5.1Benefit Amounts.



5.2Elections of Timing and Form.    In conjunction with, and at the time of, completing a
Deferral Election and/or Bonus Deferral Election for each Plan Year, or a Performance Share Deferral Election for each Performance Share Award, an Eligible Executive shall select the timing and form
of the distribution that will apply to the Account for such Eligible Executive's Deferral Contributions (and deemed investment earnings attributable thereto) for such Plan Year. The terms applicable
to this selection process are as follows:



5.3Benefit Payments to a Participant.



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5.4Death Benefits.



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5.5Withdrawals.



5.6Beneficiary Designation.



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5.7Taxes.    If the whole or any part of any Participant's or Beneficiary's benefit
hereunder shall become subject to any estate, inheritance, income, employment or other tax which a Participating Company
shall be required to pay or withhold, the Participating Company shall have the full power and authority to withhold and pay such tax out of any monies or other property in its hand for the account of
the Participant or Beneficiary whose interests hereunder are so affected. Prior to making any payment, the Participating Company may require such releases or other documents from any lawful taxing
authority as it shall deem necessary.

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ARTICLE VICLAIMS

6.1Initial Claim.    Claims for benefits under the Plan may be filed with the Plan
Administrator on forms or in such other written documents, as the Plan Administrator may prescribe. The Plan Administrator shall furnish to the claimant written notice of the disposition of a claim
within 90 days after the application therefor is filed. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, citations
of the pertinent provisions of the Plan, and, where appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim for review.

6.2Appeal.    Any Participant or Beneficiary who has been denied a benefit shall be
entitled, upon request to the Plan Administrator, to appeal the denial of his or her claim. The claimant (or his or her duly authorized representative) may review pertinent documents related to the
Plan and in the Plan Administrator's possession in order to prepare the appeal. The request for review, together with written statement of the claimant's position, must be filed with the Plan
Administrator no later than 60 days after receipt of the written notification of denial of a claim provided for in Section 6.1. The Plan Administrator's decision shall be made within
60 days following the filing of the request for review. If unfavorable, the notice of the decision shall explain the reasons for denial and indicate the provisions of the Plan or other
documents used to arrive at the decision.

6.3Satisfaction of Claims.    The payment of the benefits due under the Plan to a
Participant or Beneficiary shall discharge the Participating Company's obligations under the Plan, and neither the Participant nor the Beneficiary shall have any further rights under the Plan upon
receipt by the appropriate person of all benefits. In addition, (i) if any payment is made to a Participant or Beneficiary with respect to benefits described in the Plan from any source
arranged by BellSouth 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 the Plan to the extent of such payment as if such payment had been made directly by such Participating
Company; and (ii) if any payment from a source described in clause (i) shall be made, in whole or in part, prior to the time payment would be made under the terms of the Plan, such
payment shall be deemed to satisfy such 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. The Plan Administrator or such Participating Company, as a condition to making any payment, may require such Participant or Beneficiary to execute a receipt and
release therefor in such form as shall be determined by the Plan Administrator or the Participating Company. If receipt and release is required but the Participant or Beneficiary (as applicable) does
not provide such receipt and release in a timely enough manner to permit a timely distribution in accordance with the general timing of distribution provisions in the Plan, the payment of any affected
distribution may be delayed until the Plan Administrator or the Participating Company receives a proper receipt and release.

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ARTICLE VIISOURCE OF FUNDS

Each Participating Company shall provide the benefits described in the Plan from its general assets. However, to the extent that funds in one or more trusts, or
other funding arrangement(s), allocable to the benefits payable under the Plan are available, such assets may be used to pay benefits under the Plan. If such assets are not sufficient or are not used
to pay all benefits due under the Plan, then the appropriate Participating Company shall have the obligation, and the Participant or Beneficiary, who is due such benefits, shall look to such
Participating Company to provide such benefits. No Participant or Beneficiary shall have any interest in the assets of any trust, or other funding arrangement, or in the general assets of the
Participating Companies other than as a general, unsecured creditor. Accordingly, a Participating Company shall not grant a security interest in the assets held by the trust in favor of the
Participants, Beneficiaries or any creditor.

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ARTICLE VIIIPLAN ADMINISTRATION

8.1Action by the Plan Administrator.



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 such benefits, and its
decisions on such matters shall be final and conclusive on all parties.

8.3Bond; Compensation.    The Plan Administrator and (if applicable) its members shall
serve as such without bond and without compensation for services hereunder. All expenses of the Plan Administrator shall be paid by the Participating Companies.

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ARTICLE IXAMENDMENT AND TERMINATION

9.1Amendments.    Subject to Section 9.3, the Board 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.

9.2Termination of Plan.    Subject to Section 9.3, BellSouth reserves the right to
discontinue and terminate the Plan at any time, for any reason. Any action to terminate the Plan shall be taken by the Board and such termination shall be binding on all Participating Companies,
Participants and Beneficiaries.

9.3Limitation on Authority.    Except as otherwise provided in this Section 9.3, no
contractual right created by and under any Deferral Election, Bonus Deferral Election or Performance Share Deferral Election made prior to the effective date of any amendment or termination shall be
abrogated by any amendment or termination of the Plan, absent the express, written consent of the Participant who made the Deferral Election, Bonus Deferral Election or Performance Share Deferral
Election.



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ARTICLE XMISCELLANEOUS

10.1Taxation.    It is the intention of BellSouth that the benefits payable hereunder
shall not be deductible by the Participating Companies nor taxable for federal income tax purposes to Participants or Beneficiaries until such benefits are paid by the Participating Company to such
Participants or Beneficiaries. When such benefits are so paid, it is the intention of the Participating Companies that they shall be deductible by the Participating Companies under Code
Section 162.

10.2Withholding.    All payments made to a Participant or Beneficiary hereunder shall be
reduced by any applicable federal, state or local withholding or other taxes or charges as may be required under applicable law.

10.3No Employment Contract.    Nothing herein contained is intended to be nor shall be
construed as constituting a contract or other arrangement between a Participating Company and any Participant to the effect that the Participant will be employed by the Participating Company or
continue to be an employee for any specific period of time.

10.4Headings.    The headings of the various articles and sections in the Plan are solely
for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a section shall refer to a section of the Plan unless specified otherwise.

10.5Gender and Number.    Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to include the plural when appropriate, and vice versa in each instance.

10.6Assignment of Benefits.    The right of a Participant or Beneficiary to receive
payments under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will or by
the laws of descent and distribution and then only to the extent permitted under the terms of the Plan.

10.7Legally Incompetent.    The Plan Administrator, in its sole discretion, may direct
that payment be made to an incompetent or disabled person, for whatever reason, to the guardian of such person or to the
person having custody of such person, without further liability on the part of a Participating Company for the amount of such payment to the person on whose account such payment is made.

10.8Entire Document.    This Plan document sets forth the entire Plan and all rights and
limits. Except for a formal amendment hereto, no document shall modify the Plan or create any additional rights or benefits.

10.9Governing Law.    The Plan shall be construed, administered and governed in all
respects in accordance with applicable federal law (including ERISA) and, to the extent not preempted by federal law, in accordance with the laws of the State of Georgia. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

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EXHIBIT A

Participating Companies
(as of January 1, 2002)

|Participating Company Names                          |  | Effective Date 
|---------------------------------------------------- |  | ---------------
|1.    BellSouth Advertising & Publishing Corporation |  | January 1, 2002
|2.    BellSouth Corporation                          |  | January 1, 2002
|3.    BellSouth D.C., Inc.                           |  | January 1, 2002
|4.    BellSouth International, Inc.                  |  | January 1, 2002
|5.    BellSouth Telecommunications, Inc.             |  | January 1, 2002

A-1

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