ex10aaa.htm


    Exhibit
10-aaa

     

    


     

    


     

    


     

    BELLSOUTH
SUPPLEMENTAL LIFE INSURANCE PLAN

     

    Amended
and Restated Effective December 31, 2008

    


    


    


    
      	
              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.

    


    During
the period from January 1, 2005 through December 31, 2008, the Plan has been
operated in good faith compliance with the provisions of Code Section 409A,
Internal Revenue Service Notice 2005-1, the proposed Treasury Regulations for
Code Section 409A, the Final Treasury Regulations for Code Section 409A,
applicable Internal Revenue Services Notices and Announcements and any other
generally applicable guidance published in the Internal Revenue Service
Bulletin.

    


    


    
      	
              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.

            


    

    


    
      	
              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 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.

            


    

    


    
      	
              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

            	
              “Specified Employee”
      shall mean, for periods on or after December 29, 2006, any Participant who
      is a “Key Employee” (as defined in Code Section 416(i) without regard to
      paragraph (5) thereof), as determined by AT&T in accordance with its
      uniform policy with respect to all arrangements subject to Code Section
      409A, based upon the 12-month period ending on each December 31st
      (such 12-month period is referred to below as the “identification
      period”).  All Participants who are determined to be Key
      Employees under Code Section 416(i) (without regard to paragraph (5)
      thereof) during the identification period shall be treated as Key
      Employees for purposes of the Plan during the 12-month period that begins
      on the first day of the 4th
      month following the close of such identification period.  For
      periods prior to December 29, 2006, the term Specified Employee shall mean
      a “specified employee” under Code Section
409A.

            


    

    


    
      	
              2.23

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

            


    

    


    
      	
              2.24

            	
              "TotaI 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.

            


    

    


    


    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 1, April 1, 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 specified in the
      Plan under Section 2.02. However, within sixty (60) days of becoming
      eligible to participate, a Participant can elect a Coverage Amount which
      is less than the applicable Coverage Level; provided, however, that the
      Coverage Amount elected must be an even multiple of $100,000. If a
      Participant elects a Coverage Amount less than the Participant's Coverage
      Level (or fails to elect any Coverage), the Participant cannot later
      increase the Coverage Amount except in connection with a promotion under
      Section 4.02 of the Plan.

            


    

    


    
      	
              4.02

            	
              Promotions.  Employees
      promoted to a job classification or position eligible for an increased
      Coverage Level shall be eligible for the increased Coverage Level
      effective as of the first day of the calendar quarter (i.e., January 1,
      April 1, July 1, and October 1) following the promotion. The additional
      Coverage Amount available to the Participant under this Section shall be
      equal to the applicable Coverage Level after the promotion reduced by any
      Coverage Amounts already in effect for a Participant. In order to be
      effective, any election for an increase in the Coverage Amount must be
      made within the time period prescribed by the Plan Administrator in
      enrollment materials provided to the
Employee.

            


    

    


    
      	
              4.03

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

            


    

    


    


    5.           PAYMENT
OF PREMIUMS

    


    
      	
              5.01

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

            


    

    


    
      	
              5.02

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

            


    

    


    Notwithstanding
any other Plan provision to the contrary, if a Participant (who was not earned
and vested in all deferred compensation under the plan as of December 31, 2004
and thus was not grandfathered from the requirements of Code Section 409A)
incurs a “separation from service” (within the meaning of Code Section 409A) on
or after January 1, 2005, and at the time of such separation from service, the
Participant is a Specified Employee who is eligible to continue participation
due to his Retirement or Disability, then payment of any Employer Premium shall
be delayed until the date that is six months after the Participant’s separation
from service.

    


    
      	
              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 2.24 shall be
      used to make the determination under this Section 5.03. In the event tax
      law limits preclude the Employer from qualifying a Policy as a Permanent
      Policy by the end of the last scheduled Premium Payment Year, then the
      Employer's obligation to pay premiums under Section 5.02 and 5.03 (and
      make additional Employer payments under Section 5.04) shall be extended
      until projections indicate that the Policy qualifies as a Permanent
      Policy.

            


    

    


    5.04                      Additional Employer
Payments.

    


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

    


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

     

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

    


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

    


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

    


    5.05                      Termination of Obligation to Pay
Premiums.  Notwithstanding anything herein to the contrary, the
Employer's obligation to pay premiums (including any increased amounts under
Section 5.03) with respect to the Participant's Policy, shall terminate upon the
first to occur of any of the following events:

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    
      


      
        	
                 
      

              	
                d.

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

              


      

      


      
        


        
          	
                   
      

                	
                  e.

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

                


        

         

      

    

    
      	
               
      

            	
              f.

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

            


    

    


    
      	
               
      

            	
              g.

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

            


    

    


    
      	
               
      

            	
              h.

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

            


    

    


    


    6.           POLICY
OWNERSHIP

    


    
      	
              6.01

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

            


    

    


    
      	
              6.02

            	
              Possession of
      Policy.  The Policy Owner shall keep possession of the
      Policy.

            


    

    


    


    7.           GOVERNING
LAWS & NOTICES

    


    
      	
              7.01

            	
              Governing
      Law.  This Plan shall be governed by and construed in
      accordance with the laws of the State of
  Georgia.

            


    

    


    
      	
              7.02

            	
              Notices.  All
      notices hereunder shall be in writing and sent by first class mail with
      postage prepaid. Any notice to the Employer shall be addressed to
      BellSouth Corporation at its office at 1155 Peachtree Street, N.E.
      ,Atlanta. GA 30367-6000, ATIENTION: Human Resources – Director Executive
      Benefits. Any notice to the Employee shall be addressed to the Employee at
      the address for the Employee maintained in the Employer's records. Any
      party may change the address for such party herein set forth by giving
      notice of such change to the other parties pursuant to this
      Section.

            


    

    


    


    8.           NOT
A CONTRACT OF EMPLOYMENT

    


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

    


    


    9.           AMENDMENT,
TERMINATION, ADMINISTRATION, CONSTRUCTION

    AND
SUCCESSORS

    


    
      	
              9.01

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

            


    

    


    
      	
              9.02

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

            


    

    


    The Plan
shall be terminated effective December 31, 2008 for employees who are actively
employed by the Company on December 31, 2008. The Plan shall continue with its
current terms for Participants who are former employees as of December 31,
2008.

    


    
      	
              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 proceedings and all records and documents pertaining to the
      administration of the Plan. The secretary may execute any certificate or
      other written direction on behalf of the Plan
    Administrator.

            


    

    


    
      	
              10.03

            	
              Rights and Duties of the Plan
      Administrator.  The Plan Administrator shall administer
      the Plan and shall have all powers necessary to accomplish that purpose,
      including (but not limited to) the
following:

            


    

    
      


      
        	
                 
      

              	
                a.

              	
                to
      construe, interpret and administer the
Plan;

              


      

       

    

    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    
      


      
        	
                 
      

              	
                d.

              	
                to
      authorize all disbursements pursuant to the
  Plan;

              


      

      
         

        
          	
                   
      

                	
                  e.

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

                


        

         

      

    

    
      	
               
      

            	
              f.

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

            


    

    


    
      	
               
      

            	
              g.

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

            


    

    


    
      	
               
      

            	
              h.

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

            


    

    


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

    


    
      	
              10.04

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

            


    

    


    


    11.           CLAIMS
PROCEDURE

    


    
      	
              11.01

            	
              Named
      Fiduciary.  The Plan Administrator is hereby designated
      as the named fiduciary under this
Plan.

            


    

    


    
      	
              11
      .02

            	
              Claims
      Procedures.  Any controversy or claim arising out of or
      relating to this Plan shall be filed with the Plan Administrator which
      shall make all determinations concerning such claim. Any decision by the
      Plan Administrator denying such claim shall be in writing and shall be
      delivered to all parties in interest in accordance with the notice
      provisions of Section 7.02 hereof. Such decision shall set forth the
      reasons for denial in plain language. Pertinent provisions of the Plan
      shall be cited and, where appropriate, an explanation as to how the
      Employee can perfect the claim will be provided. This notice of denial of
      benefits will be provided within 90 days of the Plan Administrator's
      receipt of the Employee's claim for benefits. If the Plan Administrator
      fails to notify the Employee of its decision regarding the claim, the
      claim shall be considered denied, and the Employee shall then be permitted
      to proceed with the appeal as provided in this
  Section.

            


    

    


    An
Employee who has been completely or partially denied a benefit shall be entitled
to appeal this denial of his/her claim by filing a written statement of his/her
position with the Plan Administrator no later than sixty (60) days after receipt
of the written notification of such claim denial. The Plan Administrator shall
schedule an opportunity for a full and fair review of the issue within thirty
(30) days of receipt of the appeal. The decision on review shall set forth
specific reasons for the decision, and shall cite specific references to the
pertinent Plan provisions on which the decision is based.

    


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

    


    
      	
              a.  

            	
              The
      Plan Administrator shall make its decision regarding the merits of the
      denied claim within sixty (60) days following receipt of the request for
      review (or within 120 days after such receipt, in a case where there are
      special circumstances requiring extension of time for reviewing the
      appealed claim). The Plan Administrator shall deliver the decision to the
      claimant in writing. If an extension of time for reviewing the appealed
      claim is required because of special circumstances, written notice of the
      extension shall be furnished to the Employee prior to the commencement of
      the extension. If the decision on review is not furnished within the
      prescribed time, the claim shall be deemed denied on
    review.

            


    

    


    
      	
              b.  

            	
              The
      decision on review shall set forth specific reasons for the decision, and
      shall cite specific references to the pertinent Plan provisions on which
      the decision is based.