BELLSOUTH CORP
EX-10.M BELLSOUTH SPLIT-DOLLAR LIFE INSURANCE PLAN
<DOCUMENT>
<TYPE>EX-10.M
<SEQUENCE>4
<FILENAME>g92330exv10wm.txt
<DESCRIPTION>EX-10.M BELLSOUTH SPLIT-DOLLAR LIFE INSURANCE PLAN
<TEXT>
<PAGE>

                                                                     EXHIBIT 10m

                   BELLSOUTH SPLIT-DOLLAR LIFE INSURANCE PLAN

                             AS AMENDED AND RESTATED
                        EFFECTIVE AS OF NOVEMBER 24, 2003

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
            the 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.

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      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

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            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 Participant's Policy having cash values
            which are projected to be sufficient to continue to provide death
            benefit coverage at least equal to the Participant's Coverage Amount
            until the policy maturity date specified in the Participant's Policy
            (determined without regard to any Policy rider which extends the
            maturity date beyond the originally scheduled policy maturity date),
            and which is projected to have a cash accumulation value equal to at
            least ninety-five percent (95%) of the Policy Coverage Amount at the
            maturity date specified in such Policy, with no further premium
            payments, following a withdrawal by the Employer of all amounts to
            which it is entitled pursuant to Section 8.2e or 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 8.2e or Section
            8.3, the

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            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.

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      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,

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            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

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            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

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            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 additional 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.

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            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.

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      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 its interest in the
            Policy (subject to the Policy Owner's rights and the terms and
            conditions of this Plan) to any person, entity or trust by the
            execution of a written instrument delivered to the Policy Owner.

      7.3   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

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            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

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                  withdrawn, received upon partial surrender, or borrowed by the
                  Employer (for these purposes, the amount withdrawn, received
                  upon partial surrender, or borrowed shall refer to the amount
                  actually received by the Employer after the application of any
                  charges, such as surrender charges, applicable to the
                  withdrawal, partial surrender, or borrowing). The Policy Owner
                  may exercise this right to acquire the Employer's interest in
                  the Policy by so notifying the Employer within ninety (90)
                  days after an event of termination under Section 8.1a 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 Employer's
                  interest in the Policy.

            c.    If the Policy Owner fails to exercise his right to acquire the
                  Employer's interest in the Policy pursuant to Section 8.2a 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.

            e.    Notwithstanding the provisions of Section 2.8 to the contrary,
                  in the event of a termination of a Participant's Agreement
                  under Section 8.1d, prior to the application of Section 8.2,
                  the Employer Account

                                      -12-

<PAGE>

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

            f.    In the event of a termination of a Participant's Agreement
                  under Section 8.1h of this Plan, the Employer Account shall be
                  reduced to an amount equal to the excess, if any, of the cash
                  values of the Policy over the amount of cash value necessary
                  in order for such Policy to immediately qualify as a Permanent
                  Policy after withdrawal of such excess amount. The Employer
                  shall receive from the Policy the reduced Employer Account
                  value and, with such amount to be received through a
                  withdrawal, partial surrender, policy loan, or some
                  combination thereof, as determined by the Employer, and shall
                  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.

      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.

                                      -13-

<PAGE>

      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.

                                      -14-

<PAGE>

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. Provided, however, in the event of a termination of the
            Plan by the Employer, the Participants will have those rights
            specified in Section 8.2e of the Plan.

      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

                                      -15-

<PAGE>

            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.

                                      -16-

<PAGE>

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

                                      -17-

<PAGE>

                  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.

                                      -18-

<PAGE>

                                   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.

                                      -19-

<PAGE>

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

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

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

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

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

______________________________    ____________________________________
DATE                              FOR THE EMPLOYER

______________________________    ____________________________________
DATE                              SIGNATURE OF PARTICIPANT

                                  ____________________________________

                                  ____________________________________

                                  ____________________________________
                                  ADDRESS OF PARTICIPANT

                                      -20-

<PAGE>

                                   EXHIBIT "B"

                   BELLSOUTH SPLIT-DOLLAR LIFE INSURANCE PLAN

                                   ASSIGNMENT

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

DEFINITIONS:

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

PARTICIPANT:                  _________________________________________________________

POLICY OWNER:                 _________________________________________________________

INSURED(S):                   _________________________________________________________

                              _________________________________________________________

INSURER:                      Pacific Life Insurance Company

POLICY:                       Policy #                    issued by the Insurer.

REPLACED POLICY:              Policy #                    issued by the Insurer.

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

(THE "AGREEMENT"):

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

                                      -21-

<PAGE>

RECITALS:

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

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

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

THEREFORE, for value received, it is agreed:

1.    ASSIGNMENT. The Policy Owner hereby assigns, transfers, and sets over to
      the Assignee, its successors and assigns, the following specific rights in
      the Policy and subject to the following 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, 8.2e and 8.3 of
            the Plan;

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

      c.    the sole right to surrender all or a portion of the Policy and
            receive the surrender value thereof, as provided in Sections 8.2a,
            8.2d, 8.2e 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.

                                      -22-

<PAGE>

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

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

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

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

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

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

                                                ________________________________
                                                SIGNATURE OF POLICY OWNER

                                                ________________________________
                                                DATE

                                      -23-

</TEXT>
</DOCUMENT>
