ex10iii.htm


    Exhibit
10-iii

    


    


     

    BELLSOUTH
SPLIT-DOLLAR LIFE INSURANCE PLAN

    


    AS
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005

    


     

    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 3.1 of this
Plan).

    


    


    2.           DEFINITIONS

    


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

    


    
      	
              2.1

            	
              "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".

            


    

    


    
      	
              2.2

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

            


    

    


    
      	
              2.3

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

            


    

    


    
      	
              2.4

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

            


    

    
      


      
        	
                2.5

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

              


      

       

    

    
      	
              2.6

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

            


    

    


    
      	
              2.7

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

            


    

    


    
      	
              2.8

            	
              "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.

            


    

    


    
      	
              2.9

            	
              “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 5.1 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).

    


    
      	
              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 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 8.3. 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
      8.3, 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 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 3.1, 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 other 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 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

    


    
      	
              3.1

            	
              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 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 enrollment form consenting to the terms of
      this Plan, as amended, within the time period prescribed by the Plan
      Administrator, 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. Effective
      November 24, 2003, any Employee who is, or becomes, an executive officer
      or director of BellSouth Corporation (as such terms are used in Section
      402 of the Sarbanes-Oxley Act of 2002) shall be ineligible to participate
      in the Plan and any Agreement previously executed by such Employee shall
      be terminated pursuant to Section 8 of the
Plan.

            


    

    


    
      	
              3.2

            	
              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 within the time period prescribed by the Plan
      Administrator. 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.

            


    

    


    


    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

    


    
      	
              5.1

            	
              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
8.1.

            


    

    


    
      	
              5.2

            	
              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 8.1; or, (2) for a Policy Year if the
      Employer withdrawal and release of Assignment under Section 8.3 would have
      occurred at the end of the prior Policy year but for the requirement in
      Section 8.3 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.

            


    

    


    5.3           Additional Employer
Payments.

    


    
      	
              a.

            	
              If,
      during any year participation in the Plan results in the recognition of
      income for tax purposes by the Participant as a result of BellSouth's
      election to treat premium payments as loans for federal tax purposes and
      to impute interest thereon to affected Participants, 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 additional payroll taxes which would be payable by
      the Participant at the highest marginal rate provided for under applicable
      federal income tax laws, and at the highest marginal rate provided for
      under applicable state income tax laws for the state of the Participant's
      tax domicile, on the additional income so recognized for the year, plus
      (2) the total federal and state income taxes and 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 as a result of
      BellSouth's election to treat premium payments as loans for federal tax
      purposes and to impute interest thereon to affected Participants, 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 8.3 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 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 5.3, 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

    


    
      	
              7.1

            	
              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 7.2 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.

            


    

    


    
      	
              7.2

            	
              Employer's
      Rights.  In exchange for the Employer's agreement to pay
      the amounts described in Sections 5.2 and 5.3 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 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 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.

            


    

    


    
      	
              7.3

            	
              Delivery and Possession of
      Policy.  Any Policy issued pursuant to an Agreement under
      the Plan shall be delivered by the Insurer directly to the Employer, and
      the Employer shall accept delivery of any such Policy on behalf of the
      Participant or other Policy Owner and shall have the authority to execute
      any forms or procedures required by the Insurer in order to complete the
      issue and delivery of such Policy. Thereafter, the Employer shall keep
      possession of the Policy as long as there is an Assignment in effect with
      respect to 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.

            


    

    


    
      	
              7.4

            	
              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.

            


    

    


    
      	
              7.5

            	
              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

    


    
      	
              8.1

            	
              Termination
      Events.  Notwithstanding anything herein to the contrary,
      the Participant's Agreement, and 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; or
      upon termination of a disabled Participant's Disability prior to the
      Participant's death for reasons other than Retirement or return to active
      status.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              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
      8.3.

                                  

                                


                        

                         

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              h.

            	
              Upon
      becoming an executive officer or director of BellSouth Corporation (as
      such terms are used in Section 402 of the Sarbanes-Oxley Act of
      2002).

            


    

    


    8.2           Disposition of
Policy

    


    
      	
               
      

            	
              a.

            	
              In
      the event of a termination of a Participant's Agreement under Section 8.1a
      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 interest in the Policy by so notifying the Employer within
      ninety (90) days after an event of termination under Section 8.1a 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 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 8.2a , if the Participant is Terminated for
      Cause by the Employer, then the Policy Owner shall have no right to
      acquire the interest in the Policy.

            


    

    


    
      	
               
      

            	
              c.

            	
              If
      the Policy Owner fails to exercise his right to acquire the interest in
      the Policy pursuant to Section 8.2a or is precluded from exercising such
      right pursuant to Section 8.2b, 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 8.1c, 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.

            


    

    


    
      	
              8.3

            	
              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.

            


    

    


    
      	
              8.4  

            	
              Allocation of Death
      Benefit.  In the event of a termination under Section
      8.1e or 8.1f 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.

            


    

    


    
      	
              8.5

            	
              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

    


    
      	
              9.1

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

            


    

    


    
      	
              9.2

            	
              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 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

    


    
      	
              11.1

            	
              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.

            


    

    


    
      	
              11.2

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

            


    

    


    
      	
              11.3

            	
              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.

            


    

    


    
      	
              11.4

            	
              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.

            


    

    


    12.           PLAN
ADMINISTRATION

    


    
      	
              12.1

            	
              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.

            


    

    


    
      	
              12.2

            	
              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.

            


    

    


    
      	
              12.3  

            	
              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.

    


    
      	
              12.4

            	
              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

    


    
      	
              13.1

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

            


    

    


    
      	
              13.2  

            	
              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 9.2 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 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.

            


    

    


    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


    

    
      EXHIBIT
"A”

       

      


    

    
      BELLSOUTH
SPLIT-DOLLAR LIFE INSURANCE PLAN AGREEMENT

    

    
      


    

    


    This
Agreement is made effective as of January 1, 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 life 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 terms of the Plan, as amended and
restated;

    


    NOW,
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 terminated 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.

            


    

    


    
      	
              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	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      EXHIBIT
"B"

       

      


    

    
      BELLSOUTH
SPLIT-DOLLAR LIFE INSURANCE PLAN ASSIGNMENT

    

    
      


    

    


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

    


    


     

    
      	DEFINITIONS: 	 	 	 
	
               

              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 "AGREEMENT"):

     

    That
certain Agreement executed to be effective on January 1, 1998, between the
Participant and the Assignee.

    


    COVERAGE
AMOUNT:

     

    That
portion of the death benefit coverage under the Policy equal to
$______________.

    


    


    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 terms and
conditions:

            


    

    


    
      	
               
      

            	
              a.

            	
              the
      sole right to make withdrawals or borrow against the cash value of the
      Policy, as provided in Sections 8.2a, 8.2d, and 8.3 of the
      Plan;

            


    

    


    
      	
               
      

            	
              b.

            	
              the
      right to receive from the Insurer upon the death of the lnsured(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 8.2a, 8.2d, and 8.3 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 permitted 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.

            


    

    


    
      	
              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 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 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