Bellsouth Non-employee Dir Charitable

Exhibit 10-vv


BELLSOUTH NON-EMPLOYEE DIRECTORS

CHARITABLE CONTRIBUTION PROGRAM


Charitable Gift Program

This program, approved by the BellSouth Board of Directors on February 24, 1992, provides for charitable contributions of up to $1,000,000, paid by BellSouth Corporation as a part of its overall charitable giving program, to eligible institutions designated by each participating director in equal annual increments over a five year period following retirement (or death, if earlier) from the Board.


Eligibility to Participate

Each outside director of BellSouth Corporation (the "Company") is eligible to participate in the program after completing five years of service on the Board of BellSouth. In calculating tenure for purposes of the program, directors shall be given credit for service on the board of a subsidiary which participates in the BellSouth Corporation Directors Retirement Plan. Total service shall be rounded to the nearest whole year. The amount of the charitable contribution to be made to eligible institutions designated by a director is prorated for directors with between five and ten years of service, beginning at $500,000 for a director with five years of service and increasing $100,000 a year with the full amount available after completing ten years of service.


Designation of Recipients

Each participating director may designate an eligible institution or institutions (with the minimum level of gift at $100,000) at any time after becoming eligible to participate in the program, which institution shall be notified by the Co ...