ex10eee.htm


    Exhibit
10-eee

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    BELLSOUTH
NONQUALIFIED DEFERRED INCOME PLAN

    


    (As
amended and restated effective as of January 1, 2005)

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    BELLSOUTH NONQUALIFIED
DEFERRED INCOME PLAN

    


    (As
amended and restated effective as of January 1, 2005)

    


    BellSouth Corporation (“BellSouth”)
established on the first (1st) day of September, 1985, the BellSouth
Nonqualified Deferred Income Plan (“Plan”) for certain employees of BellSouth
and its subsidiaries, and the Plan was subsequently amended from time to
time.  The Plan is now hereby amended and restated, effective as of
the lst day of January, 2005, and as so amended and restated is intended to
comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, with respect to all benefits under the Plan that are subject
to Section 409A.  Subject to the limitations contained in Article 2 of
the Plan, and except as expressly provided herein, the Plan as so amended and
restated shall hereafter apply to all Deferral Agreements, including those
executed before this effective date, under the Plan.

    


    


    ARTICLE
I

    


    DEFINITIONS

    


    1.1           “Base
Salary” means the gross salary of the Participants, including the amount of any
before-tax basic and supplemental contributions to the BellSouth Retirement
Savings Plan or similar contributions to a comparable plan maintained by a
Participating Company and the amount of any other deferrals from gross salary
under any nonqualified deferred compensation plans which may be maintained by a
Participating Company from time to time.

    


    1.1A       “CEO”
means the Chief Executive Officer of BellSouth.

    


    1.1B        “Change
in Control Severance Plan” means a severance plan (or plans) adopted under the
terms of the Company Disclosure Letter to the Merger Agreement (as defined in
Section 1.5D below).

    


    1.1C        “Code”
means the Internal Revenue Code of 1986, as amended.

    


    1.2           “Compensation”
means Net Monthly Salary.

    


    1.3           “Compensation
Rate” means the cash compensation of a Participant, including (i) annual
Base Salary rate in effect on the date the Deferral Agreement is executed, and
(ii) standard lump-sum award amount(s) in effect under incentive compensation
programs on the date the Deferral Agreement is executed.  For
Participants employed by Participating Companies whose compensa­tion
structures do not readily fit within this definition, Compensation Rate means
cash compensation as defined by the CEO.

    


    1.4           “Deferral
Agreement” means an agreement pursuant to which deferral elections under this
Plan are made and includes a standard Deferral Agreement, substantially in the
form of Exhibit A hereto, a Deferral Agreement for deferral of certain lump-sum
payments, substantially in the form of Exhibit B hereto, and other agreements
approved from time to time for use in connection with this Plan as described in
Article 2.

    


    1.4A        “Disabled”
or “Disability” means, with respect to a Non-Grandfathered Participant, any of
the following:

    


    (a)           the
inability of the Participant to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months; or

    


    (b)           the
Participant is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering employees of the Employer.

    


    1.4B        “Effective
Date” means January 1, 2005, the date as of which the Plan is amended and
restated.

    


    1.5           “Employer”
means (i) BellSouth and (ii) any subsidiary of BellSouth authorized by BellSouth
to enter into Deferral Agreements pursuant to this Plan.

    


    1.5A        “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

    


    1.5B         “Executive
Severance Agreement” means a BellSouth executive change in control agreement
entered into by and between an executive who is a Participant in this Plan and
BellSouth, as amended and/or superseded from time to time, providing certain
benefits in the event of a change in corporate control of
BellSouth.

    


    1.5C         “Grandfathered
Participant” means any Participant other than a Non-Grandfathered
Participant.

    


    1.5D         “Merger”
means the planned merger, pursuant to the Agreement and Plan of Merger dated as
of March 4, 2006 (the “Merger Agreement”), by and among BellSouth, AT&T Inc.
(“AT&T”), and ABC Consolidation Corp., a Georgia corporation and
wholly-owned subsidiary of AT&T (“Merger Sub”), pursuant to which, at the
“Effective Time” (as defined in the Merger Agreement), BellSouth will be merged
with and into the Merger Sub.

    


    1.5E          “Net
Credited Service” shall have the same meaning as is given such term in the
BellSouth Personal Retirement Account Pension Plan, under the terms of such plan
in effect on the Effective Date.

    


    1.6           
“Net Monthly Salary” means the amount of a Participant’s Base Salary which
actually is paid to him or her in any month, net of all withholding, allotments,
and deductions other than any reduction as a result of participation in this
Plan.

    


    1.6A         “Non-Grandfathered
Participant” means any Participant who (a) is described in Section 5.5A, Section
5.5B or Section 5.5C, or (b) otherwise first becomes eligible for a Retirement
benefit, or dies or becomes Disabled, on or after January 1, 2005.

    


    1.7           
“Participant” means an employee who is authorized by the CEO or his delegated
representative to participate in the Plan and to execute a Deferral
Agreement.

    


    1.7A         “Participating
Company” means (i) BellSouth and (ii) any corporate Subsidiary at least eighty
percent (80%)of the capital stock of which is owned by BellSouth or by one or
more eighty percent (80%) owned Subsidiaries, which has been designated by
BellSouth for participation in this Plan.

    


    1.7B          “Plan Administrator” means the
CEO and any individual or committee he designates to act on his behalf with
respect to any or all of his responsibilities hereunder; provided, the CEO may
designate any other person or committee to serve as the Plan Administrator with
respect to any or all of the administrative responsibilities
hereunder.

    


    1.8           
“Plan Year” means (i) January 1, 1986 through December 31, 1986 and (ii)
each and every calendar year thereafter through 1996.  For certain
Participants designated by the CEO, “Plan Year” also means calendar year 1997 or
calendar year 1998.

    


    1.8A         “Rabbi
Trust Agreements” means each and all of the: (i) BellSouth Corporation Trust
Under Executive Benefit Plan(s); (ii) BellSouth Telecommunications, Inc. Trust
Under Executive Benefit Plan(s); (iii) BellSouth Enterprises, Inc. Trust Under
Executive Benefit Plan(s); (iv) BellSouth Corporation Trust Under Executive
Benefit Plan(s) for Mobile Systems Executives; (v) BellSouth Corporation Trust
Under Executive Benefit Plan(s) for Advertising and Publishing Executives; and
(vi) Trust Under Executive Benefit Plan(s) for Certain BellSouth Companies; in
each case, as amended from time to time.

    


    1.8B          “Responsible
Officer” means the officer elected by the Employer’s Board of Directors (or
similar governing body) responsible for human resources matters for the
Employer.

    


    1.9           
“Retirement” means any termination by a Participant who is (or would be)
eligible for a pension, other than a deferred vested pension, under the terms
and conditions of the BellSouth Personal Retirement Account Pension Plan, or
comparable plan maintained by the Participating Company employing the
Participant, under the terms of such plans in effect on the Effective
Date.

    


    With respect to any Participant who, at
the time eligibility for Retirement is determined, is not eligible to
participate in either the BellSouth Personal Retirement Account Pension Plan or
a comparable plan maintained by the Participating Company employing the
Participant, “Retirement” means the termination of employment by the Participant
if at such time (A) the sum of (i) plus (ii) equals or exceeds seventy-five
(75) years where (i) is the Participant’s whole years and whole months of age
and (ii) is the Participant’s whole years and whole months of Net Credited
Service, and (B) the Participant’s Net Credited Service is at least ten
(10) years (the “Rule of 75”).  For purposes of the Rule of 75, Net
Credited Service shall include the Participant’s period of service with any
Subsidiary both prior to and after the time such Subsidiary became a
Subsidiary.

    


    Additionally, “Retirement” means (i)
any termination by a Participant who is (or would be) eligible for a service
benefit under terms and conditions of the BellSouth Corporation Supplemental
Executive Retirement Plan (“SERP”), under the terms of SERP in effect on the
Effective Date, (ii) any termination by a Participant who has attained age 62 or
older and whose Net Credited Service is ten (10) years or more at the time
of employment termination, (iii) any termination by a Participant who separates
from service under the BellSouth Career Transition Assistance Plan (CTAP), the
BellSouth Enterprises Employee Career Transition Plan (ECTP), the BellSouth
Telecommunications, Inc. Career Transition Assistance Plan (BST CTAP), the
BellSouth Telecommunications, Inc. Career Transition Assistance
Plan-Professional (BST CTAP-P), the BellSouth Telecommunications, Inc. Employee
Separation Assistance Plan (ESAP), the BellSouth Telecommunications, Inc.
Competitive Management Restaffing Plan (CMRP), the BellSouth
Telecommunications, Inc. Leadership Repositioning Plan (LRP), the BellSouth
Telecommunications, Inc. Competitive Sourcing Transition Assistance Plan -
Information Technology (CSTAP-IT), the BellSouth Advertising & Publishing
Corporation Voluntary Management Separation Pay Plan (VMSPP), or a designated
successor to any such plan, or other severance arrangement approved by
the CEO as applicable to this Plan, and (iv) any termination by a
Participant who separates from service under the BellSouth Voluntary
Transition Incentive Plan (VTIP) and whose Net Credit Service is ten years or
more at the time of such separation.

    


    1.10          “Section
409A” means Code Section 409A and the Treasury regulations or other
authoritative guidance issued thereunder.  Whenever the terms “subject
to Section 409A” or “to the extent permitted by Section 409A” (or any such
similar reference so as to indicate that a Plan provision is subject to Section
409A) are used, such terms shall be interpreted to mean that the applicable Plan
provision shall be effective only if and to the extent such provision would not
trigger penalty taxes or interest under Section 409A.

    


    1.11          “Subsidiary”
means any corporation other than BellSouth which is a member of the same
controlled group of corporations, within the meaning of Code Section 414(b), as
BellSouth and any trade or business (whether or not incorporated) which is under
common control with BellSouth, within the meaning of Code Section
414(c).

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
2

    


    TERM;
AMENDMENT

    


    This Plan shall be effective until
terminated by the CEO.  This Plan originally provided for 1986 through
1998 with Plan specifications and interest rates being established by the CEO
for each separate Plan Year.  Notwithstanding the foregoing, no
deferrals will be permitted under the Plan except with respect to the Plan Years
described in Section 1.8 and then only to the extent authorized by the
CEO.

    


    This Plan may be amended, renewed, or
restated by the CEO; provided that no such action shall accelerate or postpone
the time or schedule of payment of any Plan benefits except as may be permitted
under Code Section 409A and regulations thereunder.  Notwithstanding
the foregoing, no contractual right created by and under any Deferral Agreement
on the date of termination or amendment shall be abrogated by the termination or
amendment of this Plan unless the Participant who executed such Deferral
Agreement consents.  Participants have no other right or interest in
the continuance of this Plan in any form.

    


    


    ARTICLE
3

    


    ADMINISTRATION;
INTERPRETATION

    


    3.1           Claims
Procedure.

    


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

    


    (b)           Appeal.  Any
Participant or Beneficiary who has been denied a benefit shall be entitled, upon
request to the Plan Administrator, to appeal the denial of his
claim.  The claimant (or his duly authorized representative) may
review pertinent documents related to the Plan and in the Plan Administrator’s
possession in order to prepare the appeal.  The request for review,
together with written statement of the claimant’s position, must be filed with
the Plan Administrator no later than 60 days after receipt of the written
notification of denial of a claim provided for in Section 3.1(a).  The
Plan Administrator’s decision shall be made within 60 days following the filing
of the request for review.  If unfavorable, the notice of the decision
shall explain the reasons for denial and indicate the provisions of the Plan or
other documents used to arrive at the decision.

    


    3.2           Interpretation.  The
Plan Administrator shall have the exclusive responsibility and complete
discretionary authority to control the operation and administration of the Plan,
with all powers necessary to properly carry out such responsibility, including
without limitation the full and exclusive power (i) to interpret the terms
of this Plan and any Deferral Agreement, including the power to construe
ambiguous or uncertain terms (ii) to establish reasonable procedures with
which Participants must comply to exercise any right established under the Plan
or any Deferral Agreement, (iii) to determine status, coverage, eligibility for
and the amount of benefits, and all questions arising in connection therewith,
and (iv) to resolve all questions that arise in the operation and
administration of this Plan.  The rights and duties of Participants
and other persons and entities are subject to, and governed by, such acts of
administration, interpretations, procedures, and delegations.  All
actions or determinations of the Plan Administrator or its delegates under this
Article 3 shall be final, conclusive and binding on all persons.

    


    3.3           Post-Merger Plan
Administration.  Notwithstanding anything to the contrary in
this Plan, following the Merger, responsibility for administration of the Plan
shall be determined under the terms of the Rabbi Trust Agreements.  As
provided in the Rabbi Trust Agreements, claims for benefits, appeals of benefit
denials and Plan interpretations shall be made by a “Trust Contractor” or
“Independent Fiduciary” (as such terms are defined in the Rabbi Trust
Agreements), as the case may be.  At any time during which a Trust
Contractor or Independent Fiduciary shall, under the terms of the Rabbi Trust
Agreements, have such Plan administrative responsibilities, the term “Plan
Administrator” as used in this Plan shall refer to such Trust Contractor or
Independent Fiduciary.

    


    


    ARTICLE
4

    


    DEFERRAL
AGREEMENT

    


    4.1           Election to
Defer.  As hereinafter provided and subject to acceptance by an
Employer, (a) a Participant may elect to reduce the amount of Compensation which
will be paid to him or her during any Plan Year by executing and delivering to
his or her Employer in a timely fashion a standard Deferral Agreement,
substantially in the form of Exhibit A hereto, and (b) a Participant may elect
to reduce the amount of a lump-sum payment to which he or she may become
entitled prior to 1997 in connection with separation under the BellSouth Career
Transition Assistance Plan (CTAP), the BellSouth Enterprises Employee Career
Transition Plan (ECTP), the BellSouth Telecommunications, Inc. Career Transition
Assistance Plan (BST CTAP), the BellSouth Telecommunications, Inc. Career
Transition Assistance Plan Professional (BST CTAP-P), the BellSouth
Telecommunications, Inc. Employee Separation Assistance Plan (ESAP), the
BellSouth Telecommunications, Inc. Competitive Management Restaffing Plan
(CMRP), the BellSouth Telecommunications, Inc. Leadership Repositioning Plan
(LRP), the BellSouth Advertising & Publishing Corporation Voluntary
Management Separation Pay Plan (VMSPP), the BellSouth Voluntary Transition
Incentive Plan (VTIP) or a designated successor to any such plan, or other
severance arrangement approved by the CEO as applicable to this Plan, by
executing and delivering to his or her Employer in a timely fashion a Deferral
Agreement, substantially in the form of Exhibit B hereto; provided that
subsection (b) of this Section 4.1 shall apply to a Participant separating under
the BellSouth Voluntary Transition Incentive Plan (VTIP) only if the
Participant’s Net Credited Service is ten (10) years or more at the time of such
separation.

    


    4.2           Creation of Contractual
Obligation.  An Employer which accepts a properly executed and
timely delivered Deferral Agreement agrees to pay to the Participant or his or
her Designated Beneficiary, as defined in Section 6.1, the benefits described in
Article 5, which shall be calculated based upon (i) the amount deferred by each
Participant, (ii) interest rate established for each Plan Year by the CEO or his
delegate and applied to that amount annually, (iii) the time which elapses
between the Plan Year of deferral and the date of benefit payments, and (iv)
other factors established in this Plan and by the CEO or his
delegate.

    


    An Employer’s senior executive officer
or Responsible Officer is authorized to accept and approve a properly executed
Deferral Agreement on behalf of that Employer under
Section 4.2.

    


    4.3           Timing of
Election.  A Participant may execute and deliver to his or her
Employer a standard Deferral Agreement, substantially in the form of Exhibit A
hereto, on or before November 30 of any calendar year to reduce the
Participant’s Compensation only for the next subsequent Plan Year.  In
addition, a Participant may execute and deliver to his or her Employer a
Deferral Agreement, substantially in the form of Exhibit B hereto, in connection
with a lump-sum payment described in Section 4.1(b) of this Plan within the time
period prescribed by his or her Employer, but in no event later than the day
preceding the day on which individuals are selected for separation under such
program by the Employer.

    


    Notwithstanding any other provisions of
this Plan or any Deferral Agreement, no Deferral Agreement shall be effective to
defer Compensation (or other amounts) which is earned by any Participant on or
before the date upon which the Deferral Agreement is properly executed and
timely delivered to the Participant’s Employer.

    


    4.4           Amount of
Deferral.  (a) A Participant may elect to defer during any Plan
Year a dollar amount which is less than or equal to a specified percent of his
or her Compensation Rate applicable to the Plan Year rounded to the next highest
one thousand dollars.  The CEO shall establish the specified percent
of the Compensation Rate applicable to each Plan
Year.  Notwithstanding any provision of a Deferral Agreement or this
Plan to the contrary, the Deferral Agreement of a Participant, with regard to a
deferral described in this paragraph (a) shall be modified automatically if
necessary such that all actual reductions pursuant to his or her Deferral
Agreement are made from his or her Net Monthly Salary.

    


    (b)           A
Participant may elect to defer a portion of a lump-sum payment to which he or
she may become entitled as described in Section 4.1(b) in an amount not to
exceed (i) a dollar amount which is less than or equal to the maximum deferral,
if any, which such Participant could elect under paragraph (a) of this Section
4.4 at the time of election, and (ii) the dollar amount by which any election of
deferrals under paragraph (a) of this Section 4.4 for the Plan Year in which the
Participant terminates employment have not been satisfied at the time of
termination of employment, except as may be otherwise approved by the
CEO.

    


    4.5           No Deferrals Since
1998.   No deferrals have been permitted under the Plan
since Plan Year 1998.  No current or future deferrals shall be
permitted under the Plan.

    


    


    ARTICLE
5

    


    PAYMENT OF
BENEFITS

    


    5.1           Retirement
Benefit.  (a)  If a Participant terminates employment
with his or her Employer and is not immediately reemployed by another Employer
(or, in the case of a Non-Grandfathered Participant, by a Subsidiary), and such
termination constitutes a Retirement, or upon any subsequent termination from
such an entity that constitutes a Retirement, then the Employer shall pay to the
Participant the annual Retirement benefit stated in his or her Deferral
Agreements on those dates specified in each Deferral Agreement.  The
Employer shall also make any Retirement benefit payment to a Participant who has
remained employed with the Employer (or with another Employer or a Subsidiary)
through the date specified for such payment in his or her Deferral
Agreement.  Except as hereinafter provided, the Retirement benefit
payment(s) which will be stated in a Participant’s Deferral Agreement shall be a
number of payments equal to the lesser of (i) fifteen (15) and (ii) the
remainder of eighty (80) minus the age at which Retirement benefit payments
commence pursuant to this Section.  The Retirement benefit shall be
paid as soon as administratively practicable after the first (1st) day of
January following the calendar year in which the Participant attains age
sixty-five (65).  Any such Deferral Agreement executed by a
Participant which defers amounts which would otherwise be payable to the
Participant in or after the Plan Year in which he or she attains age sixty-five
(65), however, shall provide that the first Retirement benefit payable shall be
paid as soon as administratively practicable after the first (1st) day of
January following the later of (i) the fifth (5th) anniversary of the date upon
which the Deferral Agreement is accepted by the Employer or (ii) his or her
Retirement, and that the number of Retirement benefit payments shall equal the
remainder of (i) eighty (80) minus (ii) the age at which Retirement benefit
payments commence pursuant to this Section.

    


    (b)           Notwithstanding
the provisions of paragraph (a) of this Section 5.1, to the extent
authorized in terms and conditions approved for a Plan Year by the CEO pursuant
to Article 2 of this Plan, the Employer shall pay to the Participant the
annual Retirement benefit specified in his or her Deferral Agreements on those
dates specified in each Deferral Agreement which may differ from those specified
in Section 5.1(a).

    


    (c)           If
a Grandfathered Participant is, on the date of termination, or becomes
thereafter a proprietor, officer, partner, or employee of, or otherwise is or
becomes affiliated with (i) any business that is in competition with any
Employer or (ii) any government agency having regulatory jurisdiction over the
business activities of any Employer, then, upon that date, no further benefit
payments shall be made to the Participant, or any other person with respect to
the Participant’s participation in this Plan, under any provision or Section of
this Plan, except that, the Participant shall be paid in lump-sum as soon as
administratively practicable after the first (1st) day of January following that
date an amount equal to (i) the amount deferred pursuant to each of his or her
Deferral Agreements, (ii) plus interest on each such amount (adjusted to take
into account all payments described in clause (iii) below) credited separately
at a rate equal to the rate paid on ten (10) year United States Treasury
obligations on each date for which interest is credited, compounded quarterly,
for each Plan Year between the Plan Year to which the Deferral Agreement applies
and the Plan Year in which the act occurs or status is first attained,
inclusive, (iii) minus the amount of all Interim Distributions and any other
payments hereunder.  If the above calculation results in a negative
amount, such amount shall not be collected from, or enforced against the
Participant as a claim by his or her Employer.  This Section 5.1(c)
shall be inapplicable with respect to any Non-Grandfathered
Participant.

    


    5.2           Interim
Distributions.  A Participant shall be paid the benefits stated
in Paragraph 3 of his or her standard Deferral Agreements on those dates stated
in that paragraph of each such Deferral Agreement (herein referred to as
“Interim Distributions”).  However, no Interim Distribution shall be
stated in a Deferral Agreement or paid to any Participant as a result of the
Deferral Agreement if the Participant is age fifty-five (55) or older on any day
during the Plan Year to which the Deferral Agreement applies.  Except
as may be otherwise specified by the CEO, no Interim Distribution shall be paid
to a Participant on or after the date upon which the Participant or his or her
Designated Beneficiary receives any benefit or payment under any other Section
of this Plan or any other paragraph of his or her Deferral
Agreement.  No Interim Distribution shall be paid in connection with
any Deferral Agreement which does not specifically provide for such
benefits.

    


    5.3           Death
Benefit.  If a Participant dies on or before the date upon
which he or she is eligible for Retirement, then his or her Designated
Beneficiary, as defined in Section 6.1, shall be paid in a lump-sum as soon
as administratively practicable after the first day of January following his or
her date of death an amount equal to:  (i) the amount deferred
pursuant to each of his or her Deferral Agreements, (ii) plus interest on each
such amount (adjusted to take into account all payments described in clause
(iii) below) credited separately at the rate approved for and applicable to
his or her participation in each Plan Year for which he or she executed accepted
Deferral Agreements, such rates to be compounded quarterly for each Plan Year
between the Plan Year to which the Deferral Agreement applies and the Plan Year
in which his or her death occurs, inclusive, (iii) minus the amount of all
Interim Distributions, if any, received by the Participant or to which the
Participant is entitled on or before the date of his or her death.  If
the above calculation results in a negative amount, such amount shall not be
collected from, or enforced against the Participant as a claim by his or her
Employer.

    


    If a Participant dies on or after the
date upon which he or she is eligible for Retirement (as defined in
Section 1.9), whether or not he or she has in fact terminated employment,
prior to commencing receipt of benefits, or having received all benefits, as the
case may be, payable in accordance with the duly authorized Deferral Agreement
under this Plan, except as provided under Section 5.4, then his or her
Designated Beneficiary, as defined in Section 6.1, shall receive all
benefits, or continue to receive the remaining benefits, as the case may be, in
accordance with that Deferral Agreement.

    


    If the Participant’s Designated
Beneficiary receives or is entitled to receive a benefit hereunder, then no
person or persons shall receive or be entitled to receive any benefit or payment
under any other Section or this Plan or under any Deferral Agreement,
notwithstanding any other provision of this Plan or any Deferral
Agreement.

    


    5.4           Pre-Retirement Disability
Benefit.  If a Participant suffers a Disability or becomes
Disabled (as defined in Section 1.4A) prior to the date upon which he or she
receives or is entitled to receive a benefit under Section 5.1 or
Section 5.3, then he or she shall be paid by the Employer in a lump-sum as
soon as administratively practicable after the first (1st) day of January
following the Plan Year in which the Disability occurs an amount equal
to:  (i) the amount deferred pursuant to each of his or her Deferral
Agreements, (ii) plus interest on each such amount (adjusted to take into
account all payments described in clause (iii) below) credited separately at the
rate approved for and applicable to his or her participation in each Plan Year
for which he or she executed accepted Deferral Agreements, such rates to be
compounded annually for each Plan Year between the Plan Year to which the
Deferral Agreement applies and the Plan Year in which his or her Disability
occurs, inclusive, (iii) minus the amount of all Interim Distributions, if any,
received by the Participant or to which the Participant is entitled on or before
the date of onset of Disability.  If the above calculation results in
a negative amount, such amount shall not be collected from, or enforced against
the Participant as a claim by his or her Employer.  If the Participant
receives or is entitled to receive a benefit hereunder, then no person or
persons shall receive or be entitled to receive any benefit or payment under any
other section of this Plan or under any Deferral Agreement, notwithstanding any
other provisions of this Plan or any Deferral Agreement.

    


    5.5           Termination of Employment
Prior to Retirement or Disability.  If
a Participant terminates employment with his or her Employer, and is not
immediately reemployed by another Employer (or, in the case of a
Non-Grandfathered Participant, by a Subsidiary), prior to death, Disability or
Retirement, then a benefit amount shall be paid to the Participant in a lump-sum
(or, in the case of a Grandfathered Participant, either in a lump-sum or in five
(5) annual installments, at the election of the CEO), payable as soon as
administratively practicable after the first (1st) day of January following his
or her date of termination (and anniversaries thereof in case of installments),
which amount equals (i) the amount deferred pursuant to each of his or her
Deferral Agreements, (ii) plus interest on each such amount (adjusted to take
into account all payments described in clause (iii) below) credited separately
at a rate equal to the rate on ten (10) year United States Treasury obligations
on each date for which interest is to be credited, compounded quarterly, for
each Plan Year between the Plan Year to which the Deferral Agreement applies and
the Plan Year in which the termination occurs, inclusive, (iii) minus the amount
of all Interim Distributions, if any, received by the Participant or to which
the Participant is entitled on or before the date of his or her
termination.  If the above calculation results in a negative amount,
such amount shall not be collected from, or enforced against the Participant as
a claim by his or her Employer.  If the Participant receives or is
entitled to receive a benefit hereunder, then no person or persons shall then or
thereafter receive any benefit or payment under any other Section of this Plan
or any Deferral Agreement, notwithstanding any other provision of this Plan or
any Deferral Agreement.

    


    5.5A        Termination of Employment
Under TPPS:V Prior to Retirement or Disability.  If a
Participant terminates employment with his or her Employer under the BellSouth
Corporation Transition Payment Plan for Senior Management: Voluntary (“TPPS:V”)
during calendar year 2006, prior to death, Disability or Retirement, the
Participant shall be permitted to make a new payment election with respect to
the Participant’s Plan benefits to have his or her entire Plan benefit paid as
if the Participant’s termination of employment constituted a Retirement for all
purposes of the Plan.  Each Participant who elects to participate in
TPPS:V, and who terminates employment under the provisions of TPPS:V and
satisfies all requirements of TPPS:V, will be deemed to have made this new
payment election with respect to his or her NQDIP
benefits.  Notwithstanding anything to the contrary in this Plan, the
new payment election described above shall in no event change payment elections
with respect to benefits that otherwise would have been paid in 2006, or to
cause payments to be made in 2006.  No new payment election may be
made pursuant to this Section 5.5A after December 31, 2006.

    


    5.5B        Termination of Employment
Under Change in Control Severance Plan.  A Participant (i) who
as of his or her termination of employment has not satisfied the age and service
requirements for Retirement, (ii) who will be treated under the Change in
Control Severance Plan as having satisfied such requirements upon terminating
employment under the circumstances specified therein, and (iii) who elects on or
before December 31, 2006, to be covered under these terms, shall be deemed to
have made a new payment election to have his or her entire Plan benefit paid as
if the Participant’s termination of employment constituted a Retirement for all
purposes of the Plan.  Notwithstanding anything to the contrary in
this Plan, no such election made after December 31, 2006, shall be valid and the
new payment election described above shall in no event change the terms of
payment with respect to benefits that otherwise would have been paid in 2006, or
to cause payments to be made in 2006.

    


    5.5C        Termination of Employment
Under Executive Severance Agreement.  A Participant who has an
Executive Severance Agreement with BellSouth and (i) who as of his or her
“Termination Date” (as defined in the Executive Severance Agreement) has not
satisfied the age and service requirements for Retirement, (ii) who will be
treated under the Executive Severance Agreement as having satisfied such
requirements upon terminating employment under the circumstances specified
therein, and (iii) who elects on or before December 31, 2006, to be covered
under these terms, shall be deemed to have made a new payment election to have
his or her entire Plan benefit paid as if the Participant’s termination of
employment constituted a Retirement for all purposes of the
Plan.  Notwithstanding anything to the contrary in this Plan, no such
election made after December 31, 2006, shall be valid, and the new payment
election described above shall in no event change the terms of payment with
respect to benefits that otherwise would have been paid in 2006, or to cause
payments to be made in 2006.

    


    5.6           Distributions to Code
Section 409A Specified Employees.  Notwithstanding any
provision of this Plan to the contrary, with respect to any Non-Grandfathered
Participant who is a “specified employee” for purposes of Code Section 409A, no
payment of any portion of the Non-Grandfathered Participant’s benefit amount
which is occasioned by the Non-Grandfathered Participant’s separation from
service shall be made before the date that is six (6) months after the date of
such Participant’s separation from service.

    


    


    ARTICLE
6

    


    MISCELLANEOUS

    


    6.1           Beneficiary
Designation.  If a Participant dies and, on the date of his or
her death, any benefit or benefits remain to be paid to the Participant under
the terms and conditions of this Plan, the remaining benefit or benefits shall
be paid to that person or persons designated by the Participant (“Designated
Beneficiary”) on the form provided from time to time to the Participant by his
or her Employer in accordance with the Deferral Agreement.  If the
Designated Beneficiary dies prior to completion of all payments under the
Deferral Agreement, the estate of the Designated Beneficiary shall be paid by
the Employer in a lump-sum as soon as administratively practicable after the
first (1st) day of January following the year in which the Designated
Beneficiary died.  The amount of the lump-sum will be equal to (i) the
amount deferred pursuant to each of the Participant’s Deferral Agreements,
(ii) plus interest on each such amount (adjusted to take into account all
payments described in clauses (iii) and (iv) below) credited separately at the
rate approved for and applicable to the Participant’s participation in each Plan
Year from which he or she executed accepted Deferral Agreements, such rates to
be compounded quarterly for each Plan Year between the Plan Year to which the
Deferral Agreement applies and the Plan Year in which the Designated
Beneficiary’s death occurs, inclusive, (iii) minus the amount of all Interim
Distributions, if any received by the Participant or Designated Beneficiary,
(iv) minus the Retirement benefits paid to the Participant or Designated
Beneficiary pursuant to the Deferral Agreement(s).  If the above
calculation results in a negative amount, such amount shall not be collected
from, or enforced against the estate of the Designated
Beneficiary.  If no Designated Beneficiary has been chosen by the
Participant or if the Designated Beneficiary is not living on the date of the
Participant’s death, the estate of the Participant shall be paid by the Employer
in a lump-sum as soon as administratively practicable after the first (1st) day
of January following the year in which the Participant died.  The
amount of the lump-sum shall be determined in the manner described previously in
this Section 6.1.

    


    6.2           Obligations of Employers Not
the Obligations of BellSouth.  The duties and obligations of
each Employer hereunder are several but not joint, each Employer is only liable
to its own employees who are Participants hereunder, and BellSouth is not liable
for the actions, omissions, duties or obligations of any other Employer
hereunder.

    


    6.3           Recalculation Events;
Treatment of this Plan under Applicable Federal Income Tax
Laws.  With respect to Grandfathered Participants, the adoption
and maintenance of the Plan is strictly conditioned upon (i) the applicability
of Code Section 451(a) to the Participant’s recognition of gross income as a
result of his or her participation, (ii) the fact that Participants will not
recognize gross income as a result of participation in this Plan until and to
the extent that benefits are received, (iii) the applicability of Code Section
404(a)(5) to the deductibility of the amounts paid to Participants hereunder,
(iv) the fact that an Employer will not receive a deduction for amounts credited
to any accounting reserve created as a result of this Plan until and only to the
extent that benefits are paid, and (v) the inapplicability of Parts 2, 3, and 4
of Title I of ERISA to this Plan by reason of the exemptions set forth in ERISA
Sections 201(a), 301(a) and 401(a) and Part 1 of ERISA by reason of the
exemption set forth in Section 2520.104-23 of applicable United States
Department of Labor regulations.  If the Internal Revenue Service, the
Department of Labor or any court determines or finds as a fact or legal
conclusion that any of the above conditions is untrue and issues or intends to
issue an assessment, determination, opinion or report stating such, or if the
opinion of the legal counsel of BellSouth based upon legal authorities then
existing is that any of the above assumptions is incorrect, then, if the CEO so
elects within one year of such finding, determination, or opinion, a
Recalculation Event shall be deemed to have occurred.

    


    If a Recalculation Event occurs under
this Section 6.3, Section 6.4, or any other Section of this Plan, then
each Grandfathered Participant who has not attained the age of fifty-five (55)
years on the date on which the CEO takes official action to elect the occurrence
of a Recalculation Event shall thereafter be paid benefits in accordance with
the election made irrevocably in connection therewith in the Deferral
Agreement.  For each such Grandfathered Participant the amount of
Retirement benefit stated in the Deferral Agreement shall be recalculated and
restated using a rate of interest equal to the rate of interest on ten (10) year
United States Treasury obligations on each date upon which interest should have
been or will be calculated, compounded quarterly, instead of the interest rate
assumed in originally calculating the benefit, as referenced in Section
4.2.

    


    Notwithstanding anything to the
contrary contained in this Plan or a Deferral Agreement, the benefits payable
with respect to any Participant who shall have either (i) attained the age of
fifty-five (55) years or (ii) died, on or prior to the date on which the CEO
takes official action to elect the occurrence of a Recalculation Event under
either Sections 6.3 or 6.4 of this Plan, shall not be recalculated and restated
in the manner described in such Sections or in any other way affected by such
action.  If such Participant or Designated Beneficiary receives or is
entitled to receive a benefit as result of the occurrence of a Recalculation
Event, then no person or persons shall receive or be entitled to receive any
benefit or payment under any other Section of this Plan or under any Deferral
Agreement, notwithstanding any other provision of this Plan or the Deferral
Agreement.

    


    This Section 6.3 shall be inapplicable
with respect to any Non-Grandfathered Participant.

    


    6.4           Changes in the Internal
Revenue Code of 1954.  With respect to Grandfathered
Participants, the adoption and maintenance of this Plan also is strictly
conditioned upon the existence and continuation of the percentage tax rates for
corporations stated in Section 11(b) of the Internal Revenue Code of 1954, as
amended through August 13, 1981 but not thereafter (the “1954
Code”).  In particular, the adoption and maintenance of this Plan is
strictly conditioned upon the rate of tax stated in Section 11(b)(5) of the 1954
Code, that is, “46 percent of so much of the taxable income as exceeds
$100,000.”  If (1) 1954 Code Section 11(b) is deleted or amended or a
surtax or other addition to tax is imposed and, as a result thereof, the rate of
federal income tax imposed on taxable income of corporations in excess of One
Hundred Thousand Dollars ($100,000) is reduced below such rate in effect
immediately before reduction and is less than forty percent (40%), (2) a tax is
imposed by the federal government on income, sales, consumption, or the value of
goods and services which is not currently contained in the Code, or (3) the Code
is amended or restated so extensively that in the opinion of the legal counsel
of BellSouth the tax treatment of this Plan to the Employer has materially
changed to the detriment of the Employer, then, if the CEO so elects within one
year after the enactment of the legislation causing such event, a Recalculation
Event shall be deemed to have occurred and a benefit will be payable only as
described in Section 6.3.

    


    This
Section 6.4 shall be inapplicable with respect to any Non-Grandfathered
Participant.

     

    6.5           Governing
Law.  This Plan and the Deferral Agreements shall be construed
in accordance with the laws of the State of Georgia to the extent such laws are
not preempted by ERISA.

    


    6.6           Successors, Mergers,
Consolidations.  The terms and conditions of this Plan and each
Deferral Agreement shall inure to the benefit of and bind BellSouth, the other
Employers, the Participants, their successors, assigns, and personal
representatives.  If substantially all of the assets of any Employer
are acquired by another corporation or entity or if an Employer is merged into,
or consolidated with, another corporation or entity, then the obligations
created hereunder and as a result of the Employer’s acceptance of Deferral
Agreements shall be obligations of the successor corporations or
entity.

    


    6.7           Discharge of Employer’s
Obligation.  The payment by the Employer of the benefits due
under each and every Deferral Agreement to the Participant or to the person or
persons specified in Section 6.1 discharges the Employer’s obligations
hereunder, and the Participant has no further rights under this Plan or the
Deferral Agreements upon receipt by the appropriate person of all
benefits.  In addition, (i) if any payment is made to a Participant or
his or her Designated Beneficiary with respect to benefits described in this
Plan from any source arranged by the Employer including, without limitation, any
fund, trust, insurance arrangement, bond, security device, or any similar
arrangement, such payment shall be deemed to be in full and complete
satisfaction of the obligation of the Employer under this Plan and the Deferral
Agreements to the extent of such payment as if such payment had been made
directly by the Employer; and (ii) if any payment from a source described in
clause (i) above shall be made, in whole or in part, prior to the time payment
would be made under the terms of this Plan and the Deferral Agreement, such
payment shall be deemed to satisfy the Employer’s obligation to pay Plan
benefits beginning with the benefit which would next become payable under the
Plan and the Deferral Agreement and continuing in the order in which benefits
are so payable, until the payment from such other source is fully
recovered.  In determining the benefits satisfied by a payment
described in clause (ii), Plan benefits, as they become payable, shall be
discounted to their value as of the date such actual payment was made using an
interest rate equal to the valuation interest rate for deferred annuities as
last published by the Pension Benefit Guaranty Corporation prior to the date of
such actual payment.  If the benefits which actually become payable
under this Plan, after applying the discount described in the preceding
sentence, are less than the amount of the payment(s) described in clause (ii),
any such shortfall shall not be collected from or enforced against the
Participant as a claim by the Employer.

    


    6.8           Social Security and Income
Tax Withholding.  Each Participant agrees as a condition of
participation hereunder that his or her Employer may withhold federal, state,
and local income taxes and Social Security taxes from any distribution or
benefit paid hereunder.

    


    6.9           Notice; Delivery of Deferral
Agreement.  Any notice required to be delivered hereunder and
any Deferral Agreement is properly delivered to the Employer when personally
delivered to, or actually received from the United States mail, postage prepaid,
by Executive Compensation and Benefits Group, Room 13J08, BellSouth Corporation,
1155 Peachtree Street, N.E., Atlanta, Georgia  30309-3610, or at such
other address as the Plan Administrator shall prescribe from time to
time.

    


    6.10          Nature of Obligations
Created Hereunder.  The Participants agree as a condition of
participation hereunder that:

    


    (a)           Participants
have the status of general, unsecured creditors of the Employer and the Plan and
the Deferral Agreements constitute the mere promise by the Employer to make
benefit payments in the future;

    


    (b)           nothing
contained in this Plan or any Deferral Agreement shall create or be construed to
create a trust of any kind between BellSouth, any Employer, and any
Participant;

    


    (c)           benefits
payable, and rights to benefits under, this Plan and Deferral Agreements may not
be anticipated, sold, assigned (either at law or in equity), transferred,
pledged, encumbered or subject to attachment, garnishment, levy, execution or
other legal or equitable process.

    


    The Plan is intended to be unfunded for
purposes of ERISA and the Code.

    


    6.11           No Modification of
Employment Agreement.  Neither this Plan nor any Deferral
Agreement constitutes a modification of any employment agreement which may exist
between the Participant and the Participating Company employing the Participant,
and no right to continued employment is created by this Plan or the Deferral
Agreement.

    


    6.12           Liability of Employers for
Individual Participants Employed by More than One Employer; Applicability of
Deferral Agreement Filed with One Employer to Subsequent
Employers.  Any Deferral Agreement which is timely executed and
delivered to an Employer shall be effective to defer Compensation earned by the
Participant from that Employer or any other Employer during the period in which
the Deferral Agreement is effective.  The execution and delivery of a
Deferral Agreement by a Participant constitutes an election by the Participant
to defer Compensation earned from any Employer under the terms of this
Plan.  A Participant who timely executes and delivers a Deferral
Agreement to one Employer and who subsequently transfers to another Employer or
otherwise terminates employment and becomes employed by another Employer shall
have the Compensation which is paid to him or her by both Employers reduced
under the terms of the Deferral Agreement and this Plan as if the transfer or
termination and reemployment had not occurred.  The Employer which
accepts an executed, timely delivered Deferral Agreement is liable to the
Participant for all benefits which may be payable under, and as a result of,
that Deferral Agreement notwithstanding the transfer of a Participant to or from
another Employer, or the termination and reemployment of a Participant by
another Employer.  If a Participant timely executes and delivers
Deferral Agreements to more than one Employer, each Employer is singly and not
jointly liable for the Deferral Agreement or Deferral Agreements which it
accepted.  Any provision of this Plan which refers to a benefit or
payment which is payable as a result of more than one (1) Deferral Agreement
shall be construed to apply only to the Deferral Agreements delivered by that
Participant and accepted by each separate Employer of that Participant, and not
to all Deferral Agreements executed and timely delivered by one Participant or
all Participants to all Employers, each Deferral Agreement which incorporates
the terms of this constituting a separate contractual obligation of a single
Employer.

    


    6.13           Savings
Clause.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality of invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

    


    6.14           Plan to Comply with Code
Section 409A.  Notwithstanding any provision to the contrary in
this Plan, each provision of this Plan shall be interpreted to permit the
deferral of compensation and the payment of deferred amounts in accordance with
Code Section 409A and any provision that would conflict with such requirements
shall not be valid or enforceable.

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    DEFERRAL
AGREEMENT

    FOR THE BELLSOUTH
NONQUALIFIED DEFERRED INCOME PLAN

    


    


    1.           Amount of
Deferral.  I, _______________, hereby agree to participate in
the BellSouth Nonqualified Deferred Income Plan (“Plan”).  I have read
the Plan in its entirety and agree to its terms and conditions, which are
incorporated herein by reference. Pursuant to the terms of the Plan, I elect to
defer from my compensation to be paid to me in Plan Year ____ the sum of
_________________ Dollars.  I understand that my Compensation which
ordinarily would be paid to me in that Plan Year will be reduced by the amount
of my deferral, and that such reduction will be made only from my gross monthly
salary, not from any bonus or incentive award which may be payable to
me.

    


    2.           Retirement
Benefits.  In consideration for my deferral, my Employer shall
pay to me the following benefits on the dates specified, if I am entitled to
these benefits under the terms and conditions of the Plan:

    


    3.           Interim
Distributions.  In consideration for my deferral, my Employer
shall pay to me the following benefits on the dates specified, if I am entitled
to these benefits under the terms and conditions of the Plan:

    


    4.           Recalculation
Event.  If a Recalculation Event applicable to me occurs, my
Employer shall pay to me benefits in an amount determined in accordance with the
terms and conditions of paragraph 6.3 of the Plan paid in accordance with the
terms elected below.  The undistributed balance of the recalculated
amount will continue to accumulate at the reduced rate specified in paragraph
6.3 of the Plan.

    


    
      	
               
      

            	
              -

            	
              Recalculated
      amount paid in a LUMP-SUM in the year following the Recalculation
      Event.

            


    

    


    
      	
               
      

            	
              -

            	
              Recalculated
      amount paid in FOUR ANNUAL PAYMENTS beginning in the year following the
      Recalculation Event.

            


    

    


    
      	
               
      

            	
              -

            	
              Recalculated
      amount paid in SAME NUMBER of payments beginning on the same date as
      specified in paragraph 2 of this
Agreement.

            


    

    


    (All
amounts are to be paid as soon as administratively practicable after the first
of the specified year.)

    


    5.           Election
Irrevocable.  This election is irrevocable after
November 30 immediately preceding the Plan Year to which this Agreement
pertains.

    


    6.           Primacy of
Plan.  I recognize that I am entitled to benefits hereunder and
that this Agreement is subject to the terms and conditions of the
Plan.

    


    


    
       

      
        	Participant:	 	Accepted by
      Employer: 	 
	
                 

                 

              	 	 	 
	
                Name
      (Print)

              	 	Name of
      Employer 	 
	
                 

                 

              	 	By:	 
	Signature 	 	
                 

                Its: 

              	 
	
                 

                 

              	 	
                Title

                 

                 

              	 
	Date 	 	Date 	 


      

       

    

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    DEFERRAL
AGREEMENT

    FOR THE BELLSOUTH
NONQUALIFIED DEFERRED INCOME PLAN

    (For
Deferral of Lump-Sum Payments)

    


    


    THIS AGREEMENT is made this ___ day of
____________, 19__, by and between ___________________ (the “Company”) and
_____________________ (the “Employee”);

    


    


    W I T N E S S E T
H:

    


    WHEREAS, the Employee may separate from
service with the Company under the terms of an eligible separation plan or
arrangement sponsored by the Company (hereinafter, the “Separation Plan”);
and

    


    WHEREAS, the BellSouth Nonqualified
Deferred Income Plan (the “Plan”) permits the Employee to elect irrevocably to
defer a portion of the lump-sum separation allowance to which he may become
entitled thereunder, and the Employee desires to make such
deferral;

    


    NOW, THEREFORE, it is mutually agreed
as follows:

    


    1.

    


    PLAN PROVISIONS
CONTROL

    


    The Plan, including all terms,
conditions, restrictions and limitations contained therein, is hereby
incorporated by reference and made a part of this Agreement for all
purposes.   The terms and conditions applicable to the plan year
of the Plan in which the Employee separates from service shall apply to
deferrals hereunder.  In interpreting the Plan for purposes of this
Agreement, the lump-sum separation allowance payable under the Separation Plan
shall not be included in the Employee’s “Compensation Rate” as that term is used
in the Plan.

    


    2.

    


    CONDITIONAL
DEFERRAL

    


    The deferral election contained herein
shall be irrevocable by the Employee upon its submission to the Company but
shall be expressly conditioned upon the Employee’s separation from service under
the Separation Plan.  If the Employee does not separate from service
under the Separation Plan, this Agreement shall be null and
void.  Neither the Company’s offering of this deferral opportunity to
the Employee, the Company’s acceptance of the Employee’s deferral election
contained in this Agreement, nor any other provision hereof shall in any way be
construed as conferring upon the Employee any right or entitlement to any
payment under the Separation Plan.

    


    3.

    


    DEFERRAL
ELECTION(S)

    


    (a)           Subject
to the Plan’s limitations, the Employee hereby irrevocably elects to defer from
the lump-sum separation allowance payable under the Separation Plan
__________________________ Dollars ($__________).*

    


    *NOTE:                      Amount
may not exceed __% of the sum of your current annual base

    salary and lump-sum awards received in
the previous twelve (12) months.

    


    YES
_______                                           NO
_______

    


    (b)           The
Employee hereby irrevocably elects to defer from the lump-sum separation
allowance payable under the Separation Plan the dollar amount by which any
election of deferrals from base salary under the Plan for the plan year of the
Plan in which the Employee separates from service has not been satisfied by the
time the Employee separates.

    


    


    YES
_______                                           NO
_______

    


    Such amounts shall be subject to the
terms of the original Deferral

    Agreement to which they
relate.

    


    I understand that the lump-sum
separation allowance payable under the Separation Plan which would otherwise
have been paid to me will be reduced by the amount of my
deferral(s).

    


    4.

    


    RETIREMENT
BENEFITS

    


    In consideration of my deferral
described in section 3(a) above, if any, the Company shall pay to me the
following benefits on the dates specified, if I am entitled to these benefits
under the terms and conditions of the Plan:

    


    Any distributions attributable to
deferral(s) under Schedule B of the Plan shall be made beginning on
_____________ in _____ annual payments.

    



    5.

    


    INTERIM
DISTRIBUTIONS

    


    In consideration for my deferral
described in section 3(a) above, if any, the Company shall pay to me the
following benefits on the dates specified, if I am entitled to these benefits
under the terms and conditions of the Plan:

    


    6.

    


    RECALCULATION
EVENT

    


    If a Recalculation Event occurs, the
Company shall pay to me benefits in an amount determined in accordance with the
terms and conditions of paragraph 6.3 of the Plan paid in accordance with the
terms elected below.  The undistributed balance of the recalculated
amount will continue to accumulate at the reduced rate specified in paragraph
6.3 of the Plan.

    


    
      	
               
      · 

            	
               

            	
              Recalculated
      amount paid in a lump-sum as soon as administratively practicable after
      the first day of the year following the date of the Recalculation
      Event.

            


    

    


    
      	
               
      · 

            	
               

            	
              Recalculated
      amount paid in four annual payments beginning as soon as administratively
      practicable after the first day of the year following the date of the
      Recalculation Event.

            


    

    


    
      	
               
      · 

            	
               

            	
              Recalculated
      amount paid in same number of payments beginning on the same date as
      specified in paragraph 4 of this
Agreement.

            


    

    


    


    IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed in its corporate name by a duly authorized
officer, and the Employee has hereunto set his hand, as of the date set forth
above.

     

    
      
         

        
          	EMPLOYEE:	 	THE
      COMPANY: 	 
	
                   

                   

                	 	 	 
	
                  Name
      (Print)

                	 	Name
      of Company 	 
	
                   

                   

                	 	By:	 
	Signature 	 	
                      Signature

                   

                	 
	
                   

                   

                	 	
                   

                   

                   

                	 
	 	 	Title