OFFICER COMPENSATION DEFERRAL PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)
BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN
Effective as of the 1st day of January, 2002, BellSouth Corporation ("BellSouth") established the
BellSouth Officer Compensation Deferral Plan (the "Plan"). The Plan is hereby amended and restated in its
entirety effective as of the 1st day of January, 2005.
BACKGROUND AND PURPOSE
A. GOAL. BellSouth desires to provide its executives, and those of its Affiliates that participate in the
Plan, with an opportunity (i) to defer the receipt and income taxation of a portion of such executives'
compensation; and (ii) to receive an investment return on those deferred amounts based on either (A) the return
of BellSouth stock, an indexed rate of interest, or a combination of the two, or (B) for executives who satisfy
BellSouth's stock ownership guidelines, the return of a selected group of mutual and other investment funds.
B. PURPOSE. The purpose of the Plan is to set forth the terms and conditions under which these
deferrals may be made and deemed invested and to describe the nature and extent of the executives' rights to
their deferred amounts.
C. TYPE OF PLAN. The Plan constitutes an unfunded, nonqualified deferred compensation plan
that benefits certain designated employees who are within a select group of key management or highly
compensated employees. Each Participating Company alone has the obligation to pay amounts payable under the
Plan to Plan Participants, and such payments are not, and will not be, an obligation of any other Participating
For purposes of the Plan, each of the following terms, when used with an initial capital letter, shall have
the meaning set forth below unless a different meaning plainly is required by the context.
1.1 "ACCOUNT" shall mean, with respect to a Participant or Beneficiary, the total dollar amount or
value evidenced by the