<PAGE>

                                                                   EXHIBIT 10.46


         WHEREAS, Cingular Wireless Corporation is the manager of Cingular
Wireless LLC (the "Company"); and

         WHEREAS, BellSouth Corp. ("BellSouth" or "BLS") maintains, for the
benefit of certain highly compensated and key management employees, the
BellSouth Supplemental Life Insurance Plan, the BellSouth Split-Dollar Life
Insurance Plan (collectively hereinafter the "Life Insurance Plans") and the
BellSouth Supplemental Disability Plan (all three plans referred to hereinafter
as the "BLS Plans") (copies of the BLS Plans are attached hereto as Exhibit A);
and

         WHEREAS, certain former BLS employees, who have been contributed to
the Company or an affiliate of the Company, were eligible to participate and
receive benefits under the BLS Plans (the "Transition Executives"); and

         WHEREAS, the Transition Executives are identified by name and the BLS
Plan(s) in which they participated on Exhibit B hereto; and

         WHEREAS, the Company desires to adopt the provisions and benefits of
the BLS Plans into a new Company plan for the Transition Executives, so that
they may continue to benefit from the provisions of the BLS Plans following
their contribution to the Company; and

         WHEREAS, the new plan shall be known as the Cingular Wireless BLS
Transition Executive Benefit Plan (the "Cingular Plan"); and

         WHEREAS, the terms of the Cingular Plan shall incorporate by reference
the terms of the BLS Plans and shall be the same terms as in effect for the BLS
Plans on December 31, 2001, including any amendments adopted through such date,
unless otherwise provided in these resolutions or in Exhibit C hereto; and

         WHEREAS, the benefits provided to the Transition Executives under the
Cingular Plan shall be in lieu of the benefits such employees would have been
entitled to receive under the BLS Plans and shall be offset against any
benefits payable under the BLS Plans for any reason; and

         WHEREAS, the Transition Executives, as identified in Exhibit B, shall
be the only employees of the Company and its affiliates eligible to participate
and receive benefits under the Cingular Plan and no other employees of the
Company or its affiliates shall be permitted to participate in the Cingular
Plan;

         NOW, THEREFORE, BE IT RESOLVED, that the Cingular Plan, as described
herein, is hereby approved and adopted as presented to the Board; provided, the
Senior Vice President of Human Resources of the Company is hereby authorized to
approve and execute a plan document for the Cingular Plan as he deems
appropriate based on the advice of counsel;

<PAGE>

         FURTHER RESOLVED, that with regard to the Life Insurance Plans, the
Company is authorized to receive an assignment of all of BellSouth's
obligations, rights and interests in the Life Insurance Plans and any
underlying policies of insurance, including the obligation to administer the
plans and pay any required company contributions;

         FURTHER RESOLVED, that the Cingular Plan shall be administered by the
Senior Vice President - Human Resources of the Company and his delegates;
provided, however, that the Senior Vice President - Human Resources shall be
permitted to appoint third party administrators to assist in the administration
of the Cingular Plan;

         FURTHER RESOLVED, that the Company reserves the unilateral right to
modify, amend or terminate the Cingular Plan at any time for any reason,
including the right to merge the Cingular Plan or any benefit under it into
another Company benefit plan that may provide for different benefits than the
Cingular Plan;

         FURTHER RESOLVED, that the Chief Operating Officer, the Chief
Financial Officer, and the Senior Vice President of Human Resources of the
Company are hereby authorized to approve amendments to the Cingular Plan from
time to time as they deem necessary or appropriate consistent with the
Company's employee benefit policies and based on the input of the Human
Resources division, Finance division and other applicable divisions within the
Company; provided, no such amendment which is reasonably expected to result in
an increase in annual plan expense shall be effective without the approval of
the Board;

         FURTHER RESOLVED, that the appropriate officers of the Company and its
affiliates are hereby authorized to execute such other documents and to take
such actions as they may deem necessary or appropriate to implement the
Cingular Plan and to carry out the intent and purposes of the foregoing
resolutions as shall be necessary to comply with the requirements of the
Internal Revenue Code, the Employee Retirement Income Security Act and all
other applicable laws; and

         RESOLVED, all prior actions taken by any officer of the Corporation
and any officers of the Company in connection with the foregoing resolutions
are hereby ratified.

<PAGE>
                                   EXHIBIT A


                  BellSouth Supplemental Life Insurance Plan

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.

         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.

<PAGE>

         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.

         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


                                       2

<PAGE>

                  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
                  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.


                                       3

<PAGE>

         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 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.


                                       4

<PAGE>

3.       ELIGIBILITY

         3.01     General. Each Employee who is designated by the Plan
                  Administrator as a member of the Employer's "executive
                  compensation group" or as a "senior manager" shall be
                  eligible to participate in the Plan, provided that the
                  Employee (and any other appropriate party, such as the
                  Employee's spouse or a Policy Owner other than the Employee,
                  as determined by the Plan Administrator) relinquishes any
                  rights to or interests in any policies providing interim
                  coverage during the rehabilitation of Confederation Life
                  Insurance Company under the BellSouth Corporation Executive
                  Life Insurance Plan or the BellSouth Corporation Senior
                  Manager Life Insurance Plan and completes such other forms as
                  the Plan Administrator may require. Each such Employee on the
                  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 11 April / I July 1, and
                  October 1) following the date on which such standards are
                  satisfied.

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

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


                                       5

<PAGE>

                  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 11 April 11
                  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 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


                                       6

<PAGE>

                  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 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


                                       7

<PAGE>

                  Premium Payment Year, then the Employer's obligation to pay
                  premiums under Section 5.02 and 5.03 (and make additional
                  Employer payments under Section 5.04) shall be extended until
                  projections indicate that the Policy qualifies as a Permanent
                  Policy.

5.04     Additional Employer Payments.

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

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

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

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


                                       8

<PAGE>

         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.

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

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

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

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

         f.       The withdrawa1 of any Policy cash values, or borrowing
                  against 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.


                                       9

<PAGE>

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.


                                      10

<PAGE>

9.       AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS CONSTRUCTION

         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


                                      11

<PAGE>

                  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 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


                                      12

<PAGE>

                  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 sha11 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.


                                      13
<PAGE>

                    General Information About The BellSouth
                       Supplemental Life Insurance Plan

NAME OF PLAN

         BellSouth Supplemental Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

         Various BellSouth companies participate in this Plan. BellSouth
         Corporation's address is: 1155 Peachtree Street, N.E. Atlanta, Georgia
         30309

EMPLOYER IDENTIFICATION NUMBER

         58-1533433

PLAN NUMBER

         589

TYPE OF PLAN

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

TYPE OF ADMINISTRATION

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

CLAIMS PROCEDURE

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

PLAN YEAR

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

<PAGE>

END OF YEAR FOR FISCAL YEAR PURPOSES

         December 31

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF PLAN ADMINISTRATOR

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

SERVICE OF LEGAL PROCESS

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

EFFECTIVE DATE

         The Effective Date of the Plan is January 11 1998.

PARTICIPANT'S RIGHTS UNDER ERISA

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

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

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

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

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

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

<PAGE>

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

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

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

         Under ERISA, there are steps you can take to enforce the above rights.
         If you request materials from the Plan and do not receive them within
         30 days, you may choose to file suit in a federal court. If the court
         finds that you are entitled to receive those materials, it may require
         the Plan Administrator to provide the materials and pay you a daily
         penalty until you receive them. However, if the documents were not
         sent because of reasons beyond the control of the Plan Administrator,
         he will not be penalized. If you have a claim for benefits which is
         denied or ignored, in whole or in part, you may choose to file suit in
         a state or federal court. If it should happen that Plan fiduciaries
         misuse the Plan's money, or if you are discriminated against for
         asserting your rights, you may seek assistance from the U. S.
         Department of Labor, or you may file suit in a federal court. The
         court will decide who should pay court costs and legal fees. If you
         lose, the court may order you to pay these costs and fees, if, for
         example, it finds your claim frivolous.

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


                   BELLSOUTH SPLIT-DOLLAR LIFE INSURANCE PLAN


1.       PURPOSE

         The purpose of the BellSouth Split-Dollar Life Insurance Plan (the
         Plan.) is to provide a split-dollar insurance arrangement under which
         BellSouth Corporation and its subsidiaries and affiliates can assist
         key employees in acquiring and financing life insurance coverage. This
         Plan incorporates the provisions of the BellSouth Corporation
         Executive Life Insurance Plan and the BellSouth Corporation Senior
         Manager Life Insurance Plan, as amended as of the effective date of
         this Plan (the "Prior Plans.), and, as of such effective date, shall
         be deemed to constitute a complete restatement of both Prior Plans, as
         amended (except to the extent otherwise specifically provided in
         Section 3.01 of this Plan).

2.       DEFINITIONS

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

         2.01     "Agreement" means the agreement executed between the Employer
                  and a Participant implementing the terms of this Plan,
                  substantially in the form attached hereto as Exhibit .A-.

         2.02     "Assignment" means the collateral assignment executed by the
                  Policy Owner, substantially in the form attached hereto as
                  Exhibit .8-.

         2.03     "Coverage Amount" means the face amount of the insurance
                  death benefit provided to a Participant under the Plan, as
                  specified in the Participant's Agreement.

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

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

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

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


January 1, 1998                        -1-
<PAGE>


         2.08     "Employer Account" means. with respect to a Participant's
                  Policy. a bookkeeping entry maintained by the Employer
                  pursuant to Section 6 of the Plan, equal to the lesser of (1)
                  the cash value of the Policy. or (2) the amount of Policy
                  premiums paid by the Employer (and not collected from the
                  Participant). With respect to a Replacement Policy. the
                  amount of Policy premiums paid by the Employer shall be
                  deemed to include the total of all such premiums paid on the
                  Replacement Policy and the Replaced Policy. reduced by an
                  amount equal to that portion of the Replaced Policy Cash
                  Value. if any. paid to the Employer at the time the
                  Replacement Policy is issued.

         2.09     "Employer Premium" means. with respect to a Participant's
                  Policy. the total Policy premium payable for the Policy Year
                  by the Company as specified in the Participant's Agreement.
                  less the portion of the premium to be paid by the Participant
                  pursuant to Section 5.01 of the Plan.

         2.10     "Enrollment Age" means the Participant's age at the time of
                  enrollment in the Prior Plans as to the Participant's initial
                  Coverage Amount. and it means the Participant's age at a
                  subsequent enrollment for an increased Coverage Amount as to
                  the increased Coverage Amount; provided. however. that with
                  respect to a Replacement Policy. the age at enrollment shall
                  mean the age at the time of enrollment for the Replaced
                  Policy.

         2.11     "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 as of the time of the Participant's
                  enrollment in the Prior Plan(s), 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 smoked cigarettes at
                  any time during the twelve month period immediately preceding
                  the Participant's enrollment; a nonsmoker rate shall be used
                  for all other Participants. However. notwithstanding the
                  previous sentence. if a Replacement Policy is issued for a
                  Participant and the Participant qualifies as a nonsmoker for
                  the Replacement Policy .the nonsmoker rate shall thereafter
                  be used to determine the Insurance Cost for the Participant.

                  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).


January 1, 1998                        -2-
<PAGE>


         2.12     "insurer" means, with respect to a Participant's Policy, the
                  insurance company issuing the insurance policy or group
                  policy certificate on the Participant's life (or on the joint
                  lives of the Participant and the Participant's spouse)
                  pursuant to the provisions of the Plan.

         2.13     "Participant" means an Employee who is participating in the
                  Plan.

         2.14     "Participant Account" means, with respect to a Participant's
                  Policy , a bookkeeping entry maintained by the Employer
                  pursuant to Section 6 of the Plan, equal to the excess, if
                  any, of the cash value of the Policy over the Employer
                  Account.

         2.15     "Participant Premium" means, with respect to each Policy Year
                  (or portion thereof) for a Participant, the greater of (1)
                  the Participant's Insurance Cost; or (2) the one year term
                  cost for the Policy Year {or portion thereof) determined
                  based on the Participant's age at the beginning of the Policy
                  Year, the Insurer's published one year term rates in effect
                  at the beginning of the Policy Year, and the Participant's
                  Coverage Amount under the Plan. The one year term cost amount
                  shall be determined pursuant to the guidelines set forth in
                  Revenue Ruling 66-110, 1966-1 C.B. 12, and Revenue Ruling
                  67-154, 1967-1 C.B. 11, and shall be conclusively determined
                  by the Plan Administrator.

         2.16     "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, following a withdrawal by the
                  Employer of all amounts to which it is entitled pursuant to
                  Section 8.02e or Section 8.03. A determination as to whether
                  a Policy is at a given. time a Permanent Policy shall be made
                  by the Plan Administrator, and shall be 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 of the Employer withdrawal made pursuant
                  to Section 8.02e or Section 8.03, the projections shall
                  reflect the actual Policy interest crediting rate in effect
                  for such year ( 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


January 1, 1998                        -3-
<PAGE>


                  shall reflect that rate decreased ratably such that the rate
                  in the tenth Policy Year following the Policy Year in which
                  the Employer withdrawal occurs will be five percent (5%). For
                  all successive Policy Years, the projections shall reflect a
                  five percent (5%) Policy interest crediting rate.
                  Notwithstanding the foregoing, if the actual Policy interest
                  crediting rate in effect when the determination is made is
                  less than five percent (5%), the projections shall reflect
                  such lower rate for the Policy Year of the Employer
                  withdrawal and all subsequent Policy Years.

         2.17     "Plan" means the BellSouth Split-Dollar Life Insurance Plan.
                  Except as otherwise provided in Section 3.01, with respect to
                  each Participant who participated in the BellSouth
                  Corporation Executive Life Insurance Plan, the Plan shall be
                  construed and interpreted as a restatement of the provisions
                  of such plan, as amended; and, with respect to each
                  Participant who participated in the BellSouth Corporation
                  Senior Manager Life Insurance Plan, the Plan shall be
                  construed and interpreted as a restatement of such plan, as
                  amended.

         2.18     "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.

         2.19     "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) by the Participant
                  or other Policy Owner, which may be issued as a separate
                  insurance policy or a certificate under a group policy.

         2.20     "Policy Owner" means the Participant or that person or entity
                  to whom the Participant has assigned his interest in the
                  Policy. In the case of a Replacement Policy issued to replace
                  a Policy for which the Policy Owner is oth.er than the
                  Participant, the Policy Owner of the Replacement Policy shall
                  be the same as the Policy Owner of the Policy being replaced,
                  unless elected otherwise by such Policy Owner.

         2.21     "Policy Year" means the twelve month period (and each
                  successive twelve month period) beginning on the effective
                  date of the Agreement.

         2.22     "Premium Payment Years" means, with respect to a
                  Participant's Policy, the number of consecutive Policy Years
                  (including, for a Replacement Policy, the number of Policy
                  Years during which the Replaced Policy was


January 1, 1998                        -4-
<PAGE>


                  in force), beginning with the first Policy Year, during which
                  the Employer is required to pay a Policy premium, as
                  specified in the Participant's Agreement.

         2.23     "Replaced Policy" means a Policy which has been replaced by a
                  Replacement Policy. If a Participant's Policy has been
                  replaced more than one time, then the term Replaced Policy
                  shall include all prior Policies.

         2.24     "Replaced Policy Cash Value" means the cash value of the
                  Replaced Policy on the Effective Date.

         2.25     "Replacement Policy" means a Policy issued to replace a
                  Policy previously issued under the Plan.

         2.26     "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.

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

         2.28     "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.

         2.29     "Terminated for Cause" means, with respect to a Participant,
                  the termination of the Participant's employment with the
                  Employer due to: (i) fraud, misappropriation, embezzlement,
                  or intentional material damage to the property or business of
                  the Employer; (ii) commission of a felony involving moral
                  turpitude of which the Participant is finally adjudicated
                  guilty; or (iii) continuance of either willful and repeated
                  failure or grossly negligent and repeated failure by the
                  Participant to materially perform his duties.

3.       ELIGIBILITY

         3.01     General. Each Employee with a Prior Plan Agreement in effect
                  on the day preceding the Effective Date 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


January 1, 1998                        -5-
<PAGE>


                  determined by the Plan Administrator) executes an Agreement
                  consenting to the terms of this Plan, as amended, and
                  completes such other forms as the Plan Administrator shall
                  require. Any Employee eligible to participate who fails to
                  execute (or secure execution of) an Agreement consenting to
                  the terms of this Plan, as amended, by August 31, 1998, shall
                  not be eligible for coverage under the Plan, but shall remain
                  subject to the terms and conditions of the Prior Plan(s) in
                  which such Employee participates as in effect on the day
                  preceding the Effective Date, as amended thereafter from time
                  to time.

         3.02     TYPE OF COVERAGE. The type(s) of coverage for a Participant
                  on the Effective Date shall be the type(s) of coverage in
                  place on the day preceding the Effective Date pursuant to the
                  Participant's Agreement(s) under the Prior Plan(s). Provided,
                  however, that the Policy Owner may make a one-time election
                  to exchange Survivorship Coverage for Single Life Coverage
                  (equal to fifty percent (50%) of the Participant's
                  Survivorship Coverage Amount), or to exchange Single Life
                  Coverage for Survivorship Coverage (equal to two hundred
                  percent (200%) of the Participant's Single Life Coverage
                  Amount), subject to any proof of insurability required by the
                  Insurer. Such an election must be made by August 31, 1998. If
                  an unmarried Participant enrolls for Single Life Coverage and
                  subsequently marries, then, subject to the approval of the
                  Plan Administrator, the Participant (or other Policy Owner)
                  shall have the right to make an election, exercisable no
                  later than one hundred eighty (180) days following the
                  marriage, to convert (subject to any proof of insurability
                  required by the Insurer) the Single Life Coverage to
                  Survivorship Coverage (with the Coverage Amount equal to two
                  hundred percent (200%) of the Single Life Coverage Amount).
                  If a married Participant enrolls for Survivorship Coverage
                  and subsequently divorces, then, subject to the approval of
                  the Plan Administrator, the Participant (or other Policy
                  Owner) shall have the right to make an election, exercisable
                  no later than one hundred eighty (180) days following the
                  finalization of the divorce, to convert (subject to any proof
                  of insurability required by the Insurer) the Survivorship
                  Coverage to Single Life Coverage (with the Coverage Amount
                  equal to fifty percent (50%) of the Survivorship Coverage
                  Amount). Under no other circumstances shall a Participant (or
                  other Policy Owner) have any right to change an election as
                  to type of coverage after the coverage becomes effective. Any
                  Insurer charges or tax liability resulting from a conversion
                  shall be borne by the Participant or other Policy Owner.


January 1, 1998                        -6-
<PAGE>


4.       AMOUNT OF COVERAGE

The Coverage Amount for a Participant shall be the amount specified in the
Participant's Agreement.

5.       PAYMENT OF PREMIUMS; PAYMENT OF CERTAIN TAXES

         5.01     Participant Premium Payments. A Participant shall pay the
                  Participant Premium for each Policy Year which is a Premium
                  Payment Year for the Participant. The amount shall be paid by
                  the Participant to the Employer by payroll (or retirement
                  income) deductions of equal installments during the Policy
                  Year, or in such other manner as may be agreed to between the
                  Plan Administrator and the Participant. 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, and no Participant Premium
                  shall be required after termination of the Participant's
                  Agreement pursuant to Section 8.01.

         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. However, no Employer Premium shall be
                  required: (1) after the Participant's Agreement terminates
                  pursuant to Section 8.01; or, (2) for a Policy Year if the
                  Employer withdrawal and release of Assignment under Section
                  8.03 would have occurred at the end of the prior Policy year
                  but for the requirement in Section 8.03 that the Policy not
                  constitute a Modified Endowment Contract following such
                  withdrawal. Also, if the payment of the Employer Premium for
                  a Policy year would cause the Participant's Policy to
                  constitute a Modified Endowment Contract (as such term is
                  defined in Section 7702A of the Internal Revenue Code), then
                  the Employer Premium amount for such Policy year shall be
                  reduced to the largest such amount that can be paid without
                  causing the Policy to constitute a Modified Endowment
                  Contract. The Employer may, but shall not be required to,
                  make additional premium payments with respect to a
                  Participant's Policy after the last Premium Payment Year.


January 1, 1998                        -7-
<PAGE>


         5.03     ADDITIONAL EMPLOYER PAYMENTS.

                  a.       If, during any year which is not a Premium Payment
                           Year, participation in the Plan results in the
                           recognition of income for tax purposes by the
                           Participant for the economic benefit to the
                           Participant as described in, e.g., Revenue Ruling
                           64-328, 1964-2 C.8.11, the Employer shall pay to the
                           Participant an amount determined by the Plan
                           Administrator which is designed to approximate the
                           (1) sum of the total federal and state income taxes
                           and applicable payroll taxes which would be payable
                           by the Participant at the highest marginal rate
                           provided for under applicable federal income tax
                           laws. and at the highest marginal rate provided for
                           under applicable state income tax laws for the state
                           of the Participant's tax domicile, on the income so
                           recognized, plus (2) the total federal and state
                           income taxes and applicable payroll taxes which
                           would be payable by the Participant on the payment
                           described in clause (1). Any payment to be made
                           under this subsection a. shall be made no later than
                           April 1 of the year following the year to which the
                           payment relates.

                  b.       If, with respect to Survivorship Coverage after the
                           death of the Participant, participation in the Plan
                           results in the recognition of income for tax
                           purposes by the Participant's spouse or other Policy
                           Owner for the economic benefit to the Participant's
                           spouse or other Policy Owner as described in, e.g.,
                           Revenue Ruling 64-328, 1964-2 C.8.11, 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
                           the highest marginal rate provided for under
                           applicable state income tax laws for the state of
                           the tax domicile of the Participant's spouse or
                           other Policy Owner, on the income so recognized. Any
                           payment , to be made under this subsection b. shall
                           be made no later than April 1 of the year following
                           the year to which the payment relates.

                  C        If the termination of the Employer's interest in a
                           Participant's Policy pursuant to Section 8.03 of the
                           Plan results in the recognition of income for tax
                           purposes by the Participant, the Employer shall pay
                           to the Participant 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 at the


January 1, 1998                        -8-
<PAGE>


                           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, attributable to such termination. Such
                           payment shall be made immediately following the
                           termination of the Employer's interest in the Policy
                           or, if later, at such time as a determination is
                           made that such a tax is payable.

                  d.       For purposes of this Section 5.03, 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.

                  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.

6.       ACCOUNTS

         With respect to each Policy covered by an Agreement made under this
         Plan, the Employer shall maintain bookkeeping entries reflecting the
         Employer Account and Participant Account values.

7.       POLICY OWNERSHIP

         7.01     Ownership. Except as otherwise provided in this Plan, 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 including, but not limited to, the
                  right to designate the beneficiary or beneficiaries to
                  receive payment of the portion of the death benefit under the
                  Policy equal to the Coverage Amount, and the right to assign
                  any part or all of the Policy Owner's interest in the Policy
                  (subject to the Employer's rights, the terms and conditions
                  of the Assignment specified in Section 7.02 of the Plan, and
                  the terms and conditions of this Plan) to any person, entity
                  or trust by the execution of a written instrument delivered
                  to the Employer.

         7.02     Employer's Rights. In exchange for the Employer's agreement
                  to pay the amounts described in Sections 5.02 and 5.03 of
                  this Plan, the Policy Owner shall execute an Assignment to
                  the Employer of the rights provided to the Employer under
                  this Plan. The Employer shall have the right to direct the
                  Policy Owner in writing to take any action required


January 1, 1998                        -9-
<PAGE>


                  consistent with these rights. and upon the receipt of such
                  written direction from the Employer. the Policy Owner shall
                  promptly take such action as is necessary to comply
                  therewith. The Employer agrees that it shall not exercise any
                  rights assigned to it in the Assignment in any way that might
                  impair or defeat the rights and interest of the Policy Owner
                  under this Plan. The Employer shall have the right to assign
                  any part or all of its interest in the Policy (subject to the
                  Policy Owner's rights and the terms and conditions of this
                  Plan) to any person. entity or trust by the execution of a
                  written instrument delivered to the Policy Owner.

         7.03     Possession of Policy. The Employer shall keep possession of
                  the Policy. The Employer agrees to make the Policy available
                  to the Policy Owner or to the Insurer from time to time for
                  the purposes of endorsing or filing any change of beneficiary
                  on the Policy or exercising any other rights as the owner of
                  the Policy. but the Policy shall promptly be returned to the
                  Employer.

         7.04     Policy Loans. Except as otherwise specifically provided for
                  in Section 8 of this Plan, neither the Employer nor the
                  Policy Owner may borrow against the Policy cash values.

         7.05     Withdrawals and Surrender. Except as otherwise specifically
                  provided for in Section 8 of this Plan. neither the Employer
                  nor the Policy Owner may withdraw Policy cash values or
                  surrender all or a portion of the Policy. Provided. however.
                  that a cancellation or exchange of a Replaced Policy in
                  connection with the acquisition of a Replacement Policy shall
                  not be deemed a withdrawal from or surrender of the Replaced
                  Policy.

8.       TERMINATION OF AGREEMENT

         8.01     Termination Events. Notwithstanding anything herein to the
                  contrary. the Participant's Agreement. the Employer's
                  obligation to pay premiums with respect to the Participant's
                  Policy acquired pursuant to the Agreement. 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.

                  b.       Termination of the Participant's Agreement by mutual
                           agreement of the Participant and the Employer.


January 1, 1998                       -10-
<PAGE>


                  C.       A unilateral election by the Participant to
                           terminate the Participant's Agreement; provided,
                           however, that such an election may be made by a
                           Participant only within sixty (60) days following
                           the end of the last Premium Payment Year for the
                           Participant's Policy.

                  d.       The written notice by the Employer to the
                           Participant following a resolution by the Board of
                           Directors of BellSouth Corporation to terminate this
                           Plan and all Agreements made under the Plan.

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

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

                  g.       After the release of Assignment pursuant to Section
                           8.03.

         8.02     DISPOSITION OF POLICY

                  a.       In the event of a termination of a Participant's
                           Agreement under Section 8.01 a or b of the Plan, the
                           Policy owner shall be entitled to acquire the
                           Employer's rights under the Participant's Policy by
                           paying to the Employer an amount equal to the
                           Employer Account; alternatively, the Policy Owner
                           can require the Employer to withdraw a portion of
                           the cash values from the Participant's Policy,
                           partially surrender the Policy, or borrow a portion
                           of the cash values from the Participant's Policy,
                           with the amount to be specified by the Policy Owner,
                           and the Policy Owner's required payment to the
                           Employer under this Section shall thereby be reduced
                           to an amount equal to the excess of the Employer
                           Account over the amount withdrawn, received upon
                           partial surrender, or borrowed by the Employer (for
                           these purposes, the amount withdrawn, received upon
                           partial surrender, or borrowed shall refer to the
                           amount actually received by the Employer after the
                           application of any charges, such as surrender
                           charges, applicable to the withdrawal, partial
                           surrender, or borrowing). The Policy .Owner may
                           exercise this right to acquire the Employer's
                           interest in the Policy by so notifying the Employer
                           within ninety (90) days after an event of
                           termination under Section 8.01a or b of this Plan
                           has occurred. Within thirty (30) days after receipt
                           of such notice, the Employer shall make any required
                           withdrawal, partial surrender, or policy loan and
                           the Policy Owner shall pay the Employer the
                           applicable payment, if any. Upon receipt of payment
                           from the Policy Owner, or immediately following the
                           withdrawal, partial surrender, or policy loan if no
                           payment is required, the Employer


January 1, 1998                       -11-
<PAGE>


                           shall release the Assignment and the Policy Owner
                           shall have all rights, title, and interest in the
                           Policy free of all provisions and restrictions of
                           the Assignment, the Agreement and this Plan.

                  b.       Notwithstanding the provisions of Section 8.02a, if
                           the Participant is Terminated for Cause by the
                           Employer, then the Policy Owner shall have no right
                           to acquire the Employer's interest in the Policy.

                  c.       If the Policy Owner fails to exercise his right to
                           acquire the Employer's interest in the Policy
                           pursuant to Section 8.02a or is precluded from
                           exercising such right pursuant to Section 8.02b, the
                           Policy Owner shall transfer title to the Policy to
                           the Employer, free of all provisions and
                           restrictions of the Assignment, the Participant's
                           Agreement and this Plan.

                  d.       In the event of a termination of a Participant's
                           Agreement pursuant to the Participant's election
                           under Section 8.01 c, the Employer shall receive
                           from the Participant's Policy an amount equal to the
                           Employer Account, with such amount to be received
                           through a withdrawal, partial surrender, policy
                           loan, or some combination thereof, as determined by
                           the Employer. Immediately thereafter, the Employer
                           shall release the Assignment and the Policy Owner
                           shall have all rights, title and interest in the
                           Policy free of all provisions and restrictions of
                           the Assignment, the Participant's Agreement, and
                           this Plan.

                  e.       Notwithstanding the provisions of Section 2.08 to
                           the contrary, in the event of a termination of a
                           Participant's Agreement under Section 8.01d, prior
                           to the application of Section 8.02, the Employer
                           Account shall be reduced to an amount equal to the
                           excess, if any I of the cash values of the Policy
                           over the amount of cash value necessary in order for
                           such Policy to immediately qualify as a Permanent
                           Policy after withdrawal of such excess amount. The
                           Employer shall receive from the Policy the reduced
                           Employer Account value and, with such amount to be
                           received through a withdrawal, partial surrender,
                           policy loan, or some combination thereof, as
                           determined by the Employer, and shall, within thirty
                           (30) days of the Plan termination, release the
                           Assignment and the Policy Owner shall have all
                           rights, title, and interest in the Policy free of
                           all provisions and restrictions of the Assignment,
                           the Agreement and this Plan.


January 1, 1998                       -12-
<PAGE>


         8.03     RELEASE OF ASSIGNMENT. At the end of each Policy Year for a
                  Participant's Policy, the Plan Administrator shall determine
                  whether a withdrawal from the Policy by the Employer of an
                  amount equal to the Employer Account, and a release of the
                  Assignment, shall occur with respect to the Participant's
                  Policy. Such withdrawal and release shall be made within
                  ninety (90) days after the end of the first Policy Year as of
                  the end of which: (1) the Participant's Policy would qualify
                  as a Permanent Policy following such withdrawal by the
                  Employer; and, (2) the Participant's Policy would not
                  constitute a Modified Endowment Contract (as such term is
                  defined in Section 7702A of the Internal Revenue Code)
                  following such withdrawal. The Employer withdrawal shall be
                  made though a withdrawal, partial surrender, or policy loan,
                  or some combination thereof, as determined by the Employer.
                  Immediately after receiving the proceeds of the withdrawal,
                  partial surrender, or policy loan, the Employer shall release
                  the Assignment and the Policy Owner shall have all rights,
                  title and interest in the Policy free of all provisions and
                  restrictions of the Assignment, the Participant's Agreement
                  and this Plan.

         8.04     ALLOCATION OF DEATH BENEFIT. In the event of a termination
                  under Section 8.01e or 8.01f of the Plan, the death benefit
                  under the Participant's Policy shall be divided as follows:

                  a.       The beneficiary or beneficiaries of the Policy Owner
                           shall be entitled to receive an amount equal to the
                           Coverage Amount.

                  b.       The Employer shall be entitled to receive the
                           balance of the death benefit.

         8.05     EMPLOYER UNDERTAKINGS. Upon the death of the Participant (or,
                  in the case of Survivorship Coverage, the death of the last
                  survivor of the Participant and the Participant's spouse)
                  while the Participant's Agreement is in force, the Employer
                  agrees to take such action as may be necessary to obtain
                  payment from the Insurer of the death benefit to the
                  beneficiaries, including, but not limited to, providing the
                  Insurer with an affidavit as to the amount to which the
                  Employer is entitled under the Agreement and this Plan.

9.       GOVERNING LAWS AND NOTICES

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

         9.02     Notices All notices hereunder shall be in writing and sent by
                  first class mail with postage prepaid. Any notice to the
                  Employer shall be


January 1, 1998                       -13-
<PAGE>


                  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 following such party's signature on his Agreement.
                  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.

10.      NOT A CONTRACT OF EMPLOYMENT

         This Plan and any Agreement executed hereunder 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.

11.      AMENDMENT, TERMINATION, ADMINISTRATION, CONSTRUCTION AND SUCCESSORS

         11.01    Amendment. The Board of Directors of BellSouth Corporation,
                  or its delegate, shall have the right it 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.

         11.02    TERMINATION. The Board of Directors of BellSouth Corporation
                  may terminate the Plan without the consent of the
                  Participants or Employees. Provided, however, in the event of
                  a termination of the Plan by the Employer, the Participants
                  will have those rights specified in Section 8.02e of the
                  Plan.

         11.03    INTERPRETATION. As to the provisions of the Assignment, the
                  Agreement and the Plan, the provisions of the Assignment
                  shall control. As between the Agreement and the Plan, the
                  provisions of the Agreement shall control.

         11.04    Successors. The terms and conditions of this Plan shall
                  endure to the benefit of and bind the Employer, the
                  Participant, their successors, assignees, and
                  representatives. If, subsequent to the Effective Date of


January 1, 1998                       -14-
<PAGE>


                  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.

12.      PLAN ADMINISTRATION

         12.01    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.

         12.02    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
                  shall not participate in any decision which solely affects
                  his own benefit under the Plan. For purposes of administering
                  the Plan, the Plan Administrator shall choose a secretary who
                  shall keep minutes of the committee's proceedings and all
                  records and documents pertaining to the administration of the
                  Plan. The secretary may execute any certificate or other
                  written direction on behalf of the Plan Administrator.

         12.03    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

                  c        records regarding Participants' benefits hereunder;

                  d.       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;

                  e.       to authorize all disbursements pursuant to the Plan;

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


January 1, 1998                       -15-
<PAGE>


                  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 ad
                           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.

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

13.      CLAIMS PROCEDURE

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

         13.02    CLAIMS PROCEDURES. Any controversy or claim arising out of or
                  relating to this Plan shall be filed with the Plan
                  Administrator which shall make all determinations concerning
                  such claim. Any decision by the Plan Administrator denying
                  such claim shall be in writing and shall be delivered to all
                  parties in interest in accordance with the notice provisions
                  of Section 9.02 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


January 1, 1998                       -16-
<PAGE>


                  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 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.


January 1, 1998                       -17-
<PAGE>


                                  Exhibit "A"
                   BellSouth Split-Dollar Life Insurance Plan
                                   Agreement


This Agreement is made effective as of January l' 1998, by and between the
Employer and ______________ (the "Participant").

WHEREAS, the Employer and the Participant executed an agreement (the 'Prior
Agreement') under the [BellSouth Corporation Executive life Insurance Plan]
[BellSouth Corporation Senior Manager Ute Insurance Plan] (the Prior Plan): and

WHEREAS, the Prior Plan has been amended and restated as the BellSouth
Split-Dollar Life Insurance Plan (the "Plan"): and

WHEREAS, in exchange for coverage under the Plan as amended and restated, the
Participant consents and agrees to the tenT1S of the Plan, as amended and
restated:

NO~ THEREFORE, in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Employer and the Participant hereby mutually covenant
and agree as follows:

1.       This Agreement shall constitute an amendment and restatement of the
         Prior Agreement and, as of the effective date of this Agreement, the
         Prior Plan and Prior Agreement shall be tent1inated and replaced by
         the Plan and this Agreement

2.       The Policy subject to this Agreement is Policy number
         ________________, issued by Pacific Life Insurance Company (the
         Replacement Policy, which replaces the Replaced Policy. As of the
         effective date of this Agreement, no further benefits will be provided
         to the Participant or Employer under the Replaced Policy, and such
         Policy will be canceled.

3        The Replaced Policy Cash Value shall be transferred directly to the
         Replacement Policy as of the effective date of this Agreement

4.       The Coverage Amount shall be $                               of
         [Single Life] [Survivorship] Coverage.

5        The Premium Payment Years shall be                         consecutive
         Policy Years.

6.       For each Policy Year beginning after 1998, the total Policy premium
         for each year which is a Premium Payment Year shall be $
         ______________, and the Employer Premium shall equal such total Policy
         premium reduced by the Participant Premium payable by the Participant
         for such Policy Year.


January 1, 1998                       -18-
<PAGE>


7.       The Policy Owner for the Replacement Policy shall be the same as the
         Policy Owner for the Replaced Policy.

8.       The Participant agrees to pay the Participant Premium contribution as
         specified in the Plan, and consents to paying such amount to the
         Employer through regular payroll (or retirement income) deductions.

9        The Participant has read and understands the provisions of the Plan,
         and agrees that all of the terms and conditions specified in the Plan
         are hereby incorporated by reference herein and form a part of this
         Agreement

10       Subject to the terms of the Plan, this Agreement shall not be amended
         or modified without the written consent of the Participant and the
         Employer.

11.      This Agreement shall be governed by the laws of the State of Georgia.



-----------------------------                ----------------------------------
Date                                         For the Employer



------------------------------               ----------------------------------
Date                                         Signature of Participant



                                             ----------------------------------

                                             ----------------------------------

                                             ----------------------------------
                                             Address of Participant


January 1, 1998                       -19-
<PAGE>


This Assignment is made by the undersigned Policy Owner effective January 1,
1998.


DEFINITIONS:

<TABLE>
<S>                                                     <C>
ASSIGNEE:                                               BellSouth Corporation

PARTICIPANT:

POLICY OWNER:

INSURED(S):

INSURER:                                                Pacific life Insurance Company

POLICY:                                                 Policy #                   issued by the insurer

REPLACED POLICY:                                        Policy #                   issued by the Insurer

SPLIT-DOLLAR LIFE INSURANCE PLAN AGREEMENT (THE         That certain Agreement executed to be effective on
"AGREEMENT")                                            January 1, 1998, between the Participant and the
                                                        Assignee.

COVERAGE AMOUNT                                         That portion of the death benefit coverage under
                                                        the Policy equal to $_______________
</TABLE>


January 1, 1998                       -20-
<PAGE>


RECITALS:

1.       The benefits provided to the Policy Owner under the Policy replace
         those previously provided under the Replaced Policy.

2.       Under the Agreement, the Assignee has agreed to assist the Policy
         Owner in the payment of premiums on the Policy issued by the Insurer.

3.       In consideration of such premium payments by the Assignee, the
         undersigned Policy Owner intends to grant the Assignee certain limited
         interests in the Policy.

THEREFORE, for value received, it is agreed:

1.       ASSIGNMENT The Policy Owner hereby assigns, transfers, and sets over
         to the Assignee, its successors and assigns, the following specific
         rights in the Policy and subject to the following tenT1S and
         conditions:

         a.       the sole right to make withdrawals or borrow against the cash
                  value of the Policy, as provided in Sections 8.02a, 8.02d,
                  8.02e and 8.03 of the Plan;

         b.       the right to receive from the Insurer upon the death of the
                  Insured(s) the proceeds of the Policy in excess of the
                  Coverage Amount;

         c.       the sole right to surrender all or a portion of the Policy
                  and receive the surrender value thereof, as provided in
                  Sections 8.02a, 8.02d, 8.02e and 8.03 of the Plan.

2.       RETAINED RIGHTS. Except as expressly provided in Section 1, the Policy
         Owner retains all rights under the Policy including but not limited
         to:

         a.       the right to designate and change the beneficiary; and

         b.       the right to elect any optional mode of settlement penT1itted
                  by the Policy or Insurer, subject only to the Assignee's
                  right in Section 1.(b).

3.       AUTHORIZATION. For purposes of Sections 1 and 2, the signature of
         either the Assignee or the Policy Owner shall be sufficient Both the
         Assignee and the Policy Owner acknowledge that between themselves,
         they are bound by the limitations of this Assignment and that the
         Insurer will recognize the signature of either.


January 1, 1998                       -21-
<PAGE>


4.       INSURER. The Insurer is hereby authorized to recognize, and is fully
         protected in recognizing the claims of the Assignee to rights
         hereunder, without investigating the reasons for such action by the
         Assignee, or the validity or the amount of such claims, nor giving
         notice to the Policy Owner of such claims of rights or interest to
         exercise such rights. Insurer reserves the right to require signatures
         of both the Assignee and the Policy Owner to exercise any or all
         ownership rights, as is their normal procedure.

5.       DEATH PROCEEDS. The Insurer shall pay to the Assignee that portion of
         the death benefit to which it is entitled. Payment by the Insurer of
         any or all of the death proceeds to the Assignee in reliance upon a
         signed authorization by any officer of the Assignee as to the share of
         death proceeds due it shall be a full discharge of the Insurer for
         such share and shall be binding on all parties claiming any interest
         in the Policy.

6.       RELEASE OF ASSIGNMENT. Upon payment to the Assignee of those amounts
         due to it under the terms of the Agreement, the Assignee shall execute
         a written release of this Assignment to the Insurer who may then treat
         the Policy Owner of the Policy as the sole Policy Owner for all
         purposes.

7.       ASSIGNMENT CONTROLS. In the event of any conflict between the
         provisions of this Assignment and provisions of the Agreement with
         respect to the Policy or rights of collateral assignment therein, the
         provisions of this Assignment shall prevail.

8.       CANCELLATION OF REPLACED POLICY. The Policy Owner agrees that no
         further benefits will be provided under the Replaced Policy, and that
         benefits provided under the Policy are in lieu of the benefits
         previously provided under the Replaced Policy.


IN TESTIMONY WHEREOF, the Policy Owner has executed this Assignment to be
effective January 1, 1998.


                                             ----------------------------------
                                             Signature of Policy Owner


                                             ----------------------------------
                                             Date


January 1, 1998                       -22-
<PAGE>






                                   BELLSOUTH
                              EXECUTIVE LONG TERM
                    DISABILITY AND SURVIVOR PROTECTION PLAN


<PAGE>


                             BELLSOUTH CORPORATION
                         EXECUTIVE LONG TERM DISABILITY
                                      AND
                            SURVIVOR PROTECTION PLAN


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page

<S>                                                                                                   <C>
Section 1         Definition...........................................................................1

Section 2         Disability Allowance.................................................................1

Section 3         Group Life Insurance Benefit........................................................10

Section 4         Medical Expense Benefit.............................................................11

Section 5         Claims and Appeals..................................................................11

Section 6         General Provision...................................................................11
</TABLE>


<PAGE>


                             BellSouth Corporation
                       Executive Long Term Disability and
                            Survivor Protection Plan


Section 1.        Definitions

1.       "Plan" shall mean the BellSouth Corporation's Executive Long Term
         Disability and Survivor Protection Plan.

2.       "Company" shall mean the BellSouth Corporation, a Georgia corporation,
         or its successors.

3.       "Pension Plan" shall mean the BellSouth Personal Retirement Account
         Pension Plan.

4.       "Disability Benefit Plan" shall mean the Company's Short Term
         Disability Plan and Long-Term Disability Plan.

5.       "Supplemental Executive Retirement Plan" shall mean the BellSouth
         Supplemental Executive Retirement Plan.

6.       "Short Term Plan" shall mean the Company's Short Term Incentive Plan.

7.       "Committee" shall mean the Employee's Benefit Committee, appointed by
         the Company, which shall administer the Plan.

8.       (a)      "Participant," for purposes of the disability allowance under
                  section 2, shall mean an employee on the active rolls of the
                  Company on or after the effective date of the plan and who
                  holds a position that the Company's Board of Directors has
                  designated to be within the Company's Executive Group.

         (b)      "Participant," for purposes of the BellSouth Group Life Plan
                  benefit under Section 3, shall mean a former employee of the
                  Company who was a participant under a paragraph 8(a) above on
                  the last day of employment, if such former employee is
                  eligible to receive a disability allowance under Section 2,
                  or is eligible to receive a Minimum Retirement Benefit under
                  the Supplemental Executive Retirement Plan.

         (c)      "Participant," for purposes of the medical benefits under
                  Section 4, shall mean a former employee of the Company who
                  was a participant under paragraph 8(a) above on the last day
                  of employment, if such former employee is eligible to receive
                  a Disability Allowance under Section 2.

         (d)      For purposes of paragraphs 8(b), and 8(c), above, a former
                  employee shall be considered to be eligible to receive
                  Disability Allowance under Section 2 or a Minimum Retirement
                  Benefit under the Supplemental Executive Retirement Plan if
                  he has met the conditions specified in Section 2 or the
                  Supplemental Executive


<PAGE>


                  Retirement Plan, even though the receipt of other benefits by
                  such former employee precludes his receipt of any benefits
                  under Section 2 or the Supplemental Executive Retirement
                  Plan.

9.       "Term of Employment" shall have the same meaning as the meaning
         assigned to such expression in the Pension Plan.

10.      (a)      "Annual Basic Pay," shall mean the participant's annual base
                  salary rate (including those amounts previously deferred
                  pursuant to other plans) as determined by the Company on the
                  last day the participant was on the active payroll plus an
                  amount determined was on the active payroll plus an amount
                  determined with reference to the Short Term Incentive Plan,
                  but excluding all other payments and all cash payments and
                  distributions made under the BellSouth Executive Long Term
                  Incentive Plan or Shareholder Return Cash Plan. The amount
                  determined with reference to the Short Term Incentive Plan
                  shall be the lesser of the participant's standard short term
                  award in effect on the last day the participant was on the
                  active payroll or 60% of the participant's annual base salary
                  rate (including those amounts previously deferred pursuant to
                  other plans) on the last day participant was on active
                  payroll.

11.      The use of personal pronouns of the masculine and feminine genders.

Section 2.        Disability Allowance

1.       (a)      Participant shall be considered to be a "disabled" at any
                  time during the first twenty-six week period following the
                  onset of a physical or mental impairment, if such impairment
                  prevents the participant from meeting the performance
                  requirements of the position held immediately preceding the
                  onset of the physical or mental impairment.

         (b)      A participant shall be considered to be "disabled" after the
                  first twenty-six week period following the onset of a
                  physical or mental impairment if such impairment prevents the
                  participant from meeting the performance requirements of (1)
                  the position held immediately preceding the onset of the
                  physical or mental impairment, (2) a similar position, or (3)
                  any appropriate potion within the Company which the
                  participant would otherwise be capable of performing by
                  reason of the participant's background and experience.

         (c)      The Committee shall make the determination of whether a
                  participant is disabled within the meaning of paragraphs (a)
                  and (b) above and its determinations shall be final and
                  conclusive.

2.       A participant who is disabled during a period described in paragraph
         1(a) shall be eligible to receive a monthly disability allowance equal
         to 100 percent of the participant's monthly base salary rate
         (including those amounts previously deferred pursuant to other plans)
         on the last day the participant was on the active payroll, reduced by
         any amounts described in paragraph 5(a) of this Section 2 which are
         attributable to the period for which benefits are provided under this
         paragraph.


<PAGE>


3.       A participant who is disabled during a period described in paragraph
         1(b) shall, prior to his sixty-fifth birthday, be eligible to receive
         a monthly disability allowance equal to the greater of (i) sixty
         percent or (ii) the percentage determined by adding ten percentage
         points to participant's income replacement percentage under the basic
         Company-sponsored long-term disability coverage, of the participant's
         monthly base salary rate (including those amounts previously deferred
         pursuant to other plans) on the last day the participant was on the
         active payroll, reduced by any amounts described in paragraph 5(b) of
         this Section 2 which are attributable to the period for which benefits
         are provided under this paragraph.

4.       A participant who is disabled during a period described in paragraph
         1(b) shall commencing with his sixty-fifth birthday or the start of
         the period described in paragraph 1(b), if later, be eligible to
         receive a monthly disability allowance equal to the greater of:

         (ii)     one and one-quarter percent of the participant's annual basic
                  pay, as defined in paragraph 10 of Section 1, on the last day
                  the participant was on the active payroll, or

         (ii)     if the participant's term of employment has been five years
                  or more, ninety percent of the sum of (a) the monthly pension
                  the participant would have been entitled to receive
                  commencing at age sixty-five under the Company's Pension Plan
                  as in effect on the last day the participant was on the
                  active payroll, but ignoring any minimum service requirements
                  for eligibility to a service pension, if the period after the
                  last day the participant's sixty-fifth birthday had been
                  included in the participant's term of employment under the
                  Pension Plan, plus (b) the monthly pension the participant
                  would have been entitled to receive commencing at age 65
                  under the Supplemental Executive Retirement Plan as in effect
                  on the last day the participant was on the active payroll,
                  but ignoring any minimum service requirements for eligibility
                  to a pension if the period after the last day the participant
                  was on the active payroll and prior to the participant's
                  sixty-fifth birthday had been included in the participant's
                  term of employment under the Supplemental Executive
                  Retirement Plan, reduced by any amounts described in
                  paragraph 5(c) of this Section 2 which are attributable to
                  the period for which benefits are provided under this
                  paragraph.

5.       (a)      The disability allowance determined for any period under
                  paragraph 2 of this Section 2 shall be reduced by the sum of
                  the following benefits received by the participant which are
                  attributable to the period for which such disability
                  allowance is provided; a service, deferred vested, or
                  disability pension under the Pension Plan or the Supplemental
                  Executive Retirement Plan, a disability benefit under the
                  disability benefit plan, any worker's compensation benefit,
                  plus any other benefit payments required by law on account of
                  the participant's disability.

                  However, no reduction shall be made on account of any pension
                  under the Pension Plan or the Supplemental Executive
                  Retirement Plan at a rate greater than the rate of such
                  pension on the date the participant first received such
                  pension after his disability.


<PAGE>


         b)       The disability allowance determined for any period under
                  paragraph 3 of this Section 2 shall be reduced by the sum of
                  the following benefits received by the participant which are
                  attributable to the period for which such disability
                  allowance is provided; a service, deferred vested, or
                  disability pension under the Pension Plan or the Supplemental
                  Executive Retirement Plan, a disability benefit under the
                  disability benefit plan, any other retirement income payments
                  from the Company, any worker's compensation benefit, plus any
                  Social Security Insurance Benefit.

                  However, no reduction shall be made on account of any pension
                  under the Pension Plan or the Supplemental Executive
                  Retirement Plan at a rate greater than the rate of such
                  pension on the date the participant first received such
                  pension after his disability, and no reduction shall be made
                  on account of any Social Security Benefit at a rate greater
                  than the rate which the participant would have first been
                  eligible to receive after his disability and as if no other
                  member of his family were eligible for any Social Security
                  Benefit.

                  Furthermore, the Board of Directors of the Company, in its
                  discretion, may reduce the disability allowance by the amount
                  of outside compensation or earnings of the participant for
                  work performed by the participant during the period for which
                  such disability allowance is provided.

         c)       The disability allowance determined for any period under
                  paragraph 4 of this Section 2 shall be reduced by the sum of
                  the following benefits received by the participant which are
                  attributable to the period for which such disability
                  allowance is provided; a service, deferred vested, or
                  disability pension under the Pension Plan or the Supplemental
                  Executive Retirement Plan, a disability benefit under the
                  disability benefit plan, any other retirement income payments
                  from the Company, plus any worker's compensation benefit.
                  However, no reduction shall be made on account of any pension
                  under the Pension Plan or the Supplemental Executive
                  Retirement Plan at a rate greater than the rate of such
                  pension on the date the participant first received such
                  pension after his disability.

6.       For purposes of paragraphs 1(a) and 1(b) of this Section 2, the
         measurement of time following the onset of a physical or mental
         impairment shall coincide with the measurement of time used to
         calculate periods of disability benefits under the disability benefit
         plan. Successive periods of physical or mental impairment shall be
         counted together in computing the periods during which the participant
         shall be entitled to the benefits provided under paragraph 2 or
         paragraph 3 of this Section 2, except that any disability absence
         after the participant has been continuously engaged in the performance
         of duty for thirteen weeks shall be considered to commence a new
         period of physical or mental impairment under paragraph 1(a), so that
         such participant shall be entitled during such new period to the
         benefits provided under paragraph 2 of this Section 2.

7.       With respect to a participant not subject to mandatory retirement at
         age 65 under the Age Discrimination in Employment Act (29 U.S.C. 6721
         et. seq.), the period of eligibility for the disability allowance
         provided in paragraph 3 of this section 2 and the period of
         eligibility for the

<PAGE>


         disability allowance provided in paragraph 4 of this section 2, shall
         be the period described in paragraph 3, and the period described in
         paragraph 4, respectively, or such other period as is required under
         the Age Discrimination in Employment Act or under any applicable
         governing regulations or interpretations thereunder.

Section 3         Group Life Insurance Benefit

A participant described in paragraph 8(b) of Section 1 who has not retired on a
service or a disability pension under the Pension Plan, shall be entitled to
the same rights and benefits under the BellSouth Group Life Plan as if the
employee had retired on a service pension or a disability pension under the
Pension Plan. Benefits provided by this section shall be in lieu of any other
rights to continued coverage which a participant may have under the BellSouth
Group Life Plan.

Section 4         Medical Expense Benefits

A participant described in paragraph 8(c) of Section 1 who has not retired on a
service pension or a disability pension under the Pension Plan, shall be
entitled to the same rights and benefits under the Company's medical plan and
dental plan as an employee who retired on a service pension or a disability
pension under the Pension Plan.

Section 5         Claims and Appeals

Any claim under the Plan by a Participant or anyone claiming through a
Participant shall be presented to the Committee. Any person whose claim under
the Plan has been denied may, within 60 days after receipt of notice of denial,
submit to the Compensation Committee of the Company's Board of Directors a
written request for review of the decision denying the claim. The Compensation
Committee of the Company's Board of Directors shall determine conclusively for
all parties all questions arising in the administration of the Plan.

Section 6.  General Provisions

1.       The Plan shall be effective on January 1, 1984.

2.       The rights of the participant or his spouse to benefits under the Plan
         shall not be subject to assignment or alienation.

3.       All costs of providing the benefits under the Plan shall be charged to
         the operating expense accounts of the Company when and as paid.

4.       The Company may from time to time make changes in the Plan and the
         Company may terminate the Plan. In addition, the Company's senior
         human resources officer with the concurrence of the Company's general
         counsel shall be authorized to make minor or administrative changes to
         the Plan, as well as changes dictated by the requirements of federal
         or state statutes applicable to the Company or authorized or made
         desirable by such statutes. Such changes or termination shall not
         affect the rights of any participant or surviving spouse, without his
         consent, to any benefit under the Plan to which such participant or
         surviving spouse may have previously become entitled as a result of a
         disability, death or termination of employment which occurred prior to
         the effective date of such change or termination.

5.       In the case of accident resulting in injury to or death of a
         participant which entitles the participant or his surviving spouse to
         benefits under the Plan, the participant or his surviving spouse may
         elect to accept such benefits or to prosecute such claims at law as
         the participant or the surviving spouse may have against the Company.
         If election


<PAGE>


         is made to accept the benefits under the Plan, such election shall be
         in writing and shall release the Company from all claims and demands
         which the participant or his surviving spouse may have against it,
         otherwise than under this Plan or under any other Plan maintained by
         the Company, on account of such accident. The Committee, in its
         discretion, may require that election described above shall release
         any other company connected with the accident, including any company
         participating in the Pension Plan. The right of the Participant to a
         disability allowance under Section 2 of the Plan shall lapse if
         election to accept such benefits, as above provided, is not made
         within sixty days after injury, or within such greater time as the
         Committee shall, by resolution duly entered on its records, fix for
         the making of such election.

6.       Should claim other than under this Plan or under any other plan
         maintained by the Company be presented or suit brought against the
         Company, against any other company participating in the Pension Plan
         or against any other company for which arrangements have been made,
         directly or indirectly, for interchange of benefit obligations, as
         described in the Pension Plan, for damages on account of injury or
         death of a participant, nothing shall be payable under this Plan on
         account of such injury or death as provided in paragraph 7 of this
         Section 6; provided however, that the Committee may, in its discretion
         and upon such terms as it may prescribe waive this provision if such
         claims be withdrawn or if such suit be discontinued.

7.       In case any judgment is recovered against the company or any
         settlement is made of any claim or suit on an account of the injury or
         death of a participant, and the total amount which would otherwise
         have been payable under the Plan and under any other Plan maintained
         by the Company is greater than the amount paid on account of such
         judgment or settlement, the lessor of (1) difference between such two
         amounts, or (2) the amount which would otherwise have been payable
         under this Plan, may in the discretion of the committee, be
         distributed to the beneficiaries who would have received benefits
         under the Plan.

8.       All benefits provided under the Plan with respect to a participant
         shall be forfeited and canceled in their entirely if the participant,
         without the consent of the Company and while employed by the Company
         or after termination of such employment, becomes associated with,
         becomes employed by or renders services to or owns interest in any
         business (other than as a shareholder with a non-substantial interest
         in such business) that is competitive with the Company or with any
         business with which a subsidiary or affiliated company has a
         substantial interest, as determined by the Committee. All benefits
         provided under the Plan with respect to a participant shall be
         forfeited and canceled in their entirety if the participant is
         discharged by the Company for cause or the participant engages in
         misconduct in connection with the participant's employment.


<PAGE>

                                   EXHIBIT C

CINGULAR WIRELESS BLS EXECUTIVE TRANSITION SUPPLEMENTAL LIFE INSURANCE PLAN

1.  Section 1 "Purpose" shall be restated as follows: "The purpose of the
    Cingular Wireless BLS Executive Transition Supplemental Life Insurance Plan
    is to provide an insurance arrangement under which Cingular Wireless LLC
    and its subsidiaries and affiliates can assist key employee in acquiring and
    financing life insurance coverage. The Cingular Wireless BLS Executive
    Transition Supplemental Life Insurance Plan is intended as a follow on and
    continuation of the BellSouth Supplemental Life Insurance Plan, as such Plan
    was in effect as of December 23, 2001. The terms of the BellSouth
    Supplemental Life Insurance Plan in effect on December 23, 2001, except as
    herein amended, are incorporated by reference and made a part of the Plan."
2.  All references in the Plan to BellSouth Corporation shall be deemed to
    reference to Cingular Wireless.
3.  Eligibility and Participation. Participation in the Plan shall be limited to
    those former executives who (a) were eligible to participate in the
    BellSouth Supplemental Life Insurance Plan, (b) were contributed to Cingular
    Wireless as part of the formation of Cingular Wireless LLC on or before
    December 31, 2001 and (c) are identified by name as eligible to continue
    participation in this Plan on Appendix B, hereto. No other Cingular Wireless
    employees are eligible to participate in or receive benefits from the plans.
4.  Section 2.01 "Coverage Amount" means the existing coverage levels as set
    forth in the BellSouth Supplemental Life Insurance Plan's Participant's
    Policy in effect at the employee's contribution to Cingular Wireless.
    Increased coverage levels will not be available under the Cingular Wireless
    BLS Executive Transition Supplemental Life Insurance Plan pursuant to
    Section 4.02.
5.  Section 2.06 "Employer" means Cingular Wireless LLC and any subsidiary or
    affiliate of Cingular Wireless LLC that is authorized by Cingular Wireless
    to participate in the Plan.
6.  Section 2.14 "Plan" means the Cingular Wireless BLS Executive Transition
    Supplemental Life Insurance Plan.
7.  Section 2.15 "Plan Administrator" means the Senior Vice President -- Human
    Resources of the Employer and any individual or committee he designates to
    act on his behalf with respect to any or all of his responsibilities
    hereunder. Pursuant to Section 9, the Senior Vice President -- Human
    Resources shall be authorized to modify or terminate the plan at any time.
8.  Section 4.02 "Promotions" shall be restated as follows: "No additional
    coverage amounts will be provided with respect to promotions or any other
    event."
9.  Section 7.02 is amended to insert Cingular's address in the place of
    BellSouth's: Glenridge Highlands Two, Suite 760 Executive Director-Executive
    Benefits, 5565 Glenridge Connector, Atlanta, GA 30342.
10. Any references to the Board of Directors of BellSouth Corporation shall be
    deemed to be a reference to the Board of Directors/Strategic Review
    Committee of Cingular Wireless Corporation.



<PAGE>





CINGULAR WIRELESS BLS EXECUTIVE TRANSITION SPLIT DOLLAR LIFE INSURANCE PLAN

1.       Section 1. "Purpose" shall be restated as follows: "The purpose of the
         Cingular Wireless BLS Executive Transition Split-Dollar Life Insurance
         Plan is to provide a split-dollar insurance arrangement under which
         Cingular Wireless LLC and its subsidiaries and affiliates can assist
         key employee in acquiring and financing life insurance coverage. The
         Cingular Wireless BLS Executive Transition Split-Dollar Life Insurance
         Plan is intended as a follow on and continuation of the BellSouth
         Split-Dollar Life Insurance Plan, as such Plan was in effect as of
         December 23, 2001. The terms of the BellSouth Split-Dollar Life
         Insurance Plan in effect on December 23, 2001, except as herein
         amended, are incorporated by reference and made a part of the Plan."

2.       All references in the Plan to BellSouth Corporation shall be deemed to
         be a reference to Cingular Wireless LLC.

3.       Eligibility and Participation. Participation in the Plans shall be
         limited to those former executives who (a) were eligible to
         participate in the BellSouth Split-Dollar Life Insurance Plan, (b)
         were contributed to Cingular Wireless as part of the formation of
         Cingular Wireless LLC on or before December 31, 2001, and (c) are
         identified by name as eligible to continue participation in this Plan
         on Appendix B, hereto. No other Cingular Wireless employees are
         eligible to participate in or receive benefits from the plan.

4.       Section 2.07 "Employer" means Cingular Wireless LLC and any subsidiary
         or affiliate of Cingular Wireless LLC that is authorized by Cingular
         Wireless to participate in the Plan.

5.       Section 2.17 "Plan" means the Cingular Wireless BLS Executive
         Transition Split-Dollar Life Insurance Plan. The remaining provisions
         of Section 2.17 of the BellSouth Split-Dollar Life Insurance Plan
         remain in effect.

6.       Section 2.18 "Plan Administrator" means the Senior Vice President -
         Human Resources of the Employer and any individual or committee he
         designates to act on his behalf with respect to any or all of his
         responsibilities hereunder. Pursuant to Section 11, the Senior Vice
         President - Human Resources shall be authorized to modify or terminate
         the plan at any time.

7.       Coverage levels will be based on existing coverage levels as set forth
         in the BellSouth Split Dollar Life Insurance Plan Agreement in effect
         at the employee's contribution to Cingular Wireless.

8.       Section 7.02 is amended to insert Cingular's address in the place of
         BellSouth's: Glenridge Highlands Two, Suite 760 Executive
         Director-Executive Benefits, 5565 Glenridge Connector, Atlanta, GA
         30342

9.       Any references to the Board of Directors of BellSouth Corporation
         shall be deemed to be a reference to the Board of Directors/Strategic
         Review Committee of Cingular Wireless Corporation.
<PAGE>



CINGULAR WIRELESS BLS EXECUTIVE TRANSITION LONG TERM DISABILITY PLAN

1.       Section 1.1 "Plan" shall be mean: The Cingular Wireless BLS Executive
         Transition Long Term Disability Plan. The purpose of this plan is to
         provide supplemental disability coverage to the group disability plan.
         The Cingular Wireless BLS Executive Transition Long Term Disability
         Plan is intended as a follow on and continuation of the BellSouth
         Corporation Executive Long Term Disability and Survivor Protection
         Plan, as such Plan was in effect as of December 31, 2001. The terms of
         the BellSouth Corporation Executive Long Term Disability and Survivor
         Protection Plan in effect on December 31, 2001, except as herein
         amended, are incorporated by reference and made a part of the Plan.

2.       Any reference to BellSouth Corporation shall be deemed to reference
         Cingular Wireless LLC. Any reference to BellSouth shall be deemed to
         reference Cingular Wireless.

3.       Section 1.2 "Company" shall be amended to insert Cingular Wireless in
         the place of BellSouth Corporation.

4.       Section 1.3 "Pension Plan" shall mean the Cingular Wireless Pension
         Plan.

5.       Section 1.5 "Supplemental Executive Retirement Plan" shall mean the
         BellSouth Supplemental Executive Retirement Plan.

6.       Section 1.6 "Short Term Plan" shall mean short term incentive awards
         granted under the comparable Cingular Wireless plan, if any.

7.       Section 1.7 "Committee" shall be amended to mean the Cingular Wireless
         Benefit Committee appointed by the Senior Vice President - Human
         Resources.

8.       Eligibility and Participation. Participation in the plan shall be
         limited to those former BLS executives who (a) previously participated
         in BellSouth Corporation Executive Long Term Disability and Survivor
         Protection Plan, (b) were contributed to Cingular Wireless as part of
         the formation of Cingular Wireless on or before December 31, 2001, and
         (c) are specifically identified on Appendix B, hereto. No other
         Cingular Wireless employees are eligible to participate in or receive
         benefits from the Cingular Wireless BLS Executive Transition Long Term
         Disability Plan.

9.       Section 1.10 "Annual Basic Pay" shall be amended to replace the
         BellSouth Executive Long Term Incentive Plan with the comparable
         Cingular Wireless plan, if any, and to delete any reference to the
         Shareholder Return Cash Plan.

10.      Section 2.5(b) The Board of Directors shall mean the Cingular Wireless
         Board of Directors.

11.      The Plan shall be administered by the Senior Vice President - Human
         Resources of the Employer and any individual or committee he
         designates to act on his behalf with respect to any or all of his
         responsibilities hereunder. Pursuant to Section 6.4, the Senior Vice
         President - Human Resources shall be authorized to modify or terminate
         the plan at any time.