SECOND AMENDMENT TO THE BELLSOUTH TELECOMMUNICATIONS, INC.
TRUST UNDER EXECUTIVE BENEFIT PLAN(S)
THIS SECOND AMENDMENT to the BellSouth Telecommunications, Inc. Trust
Under Executive Benefit Plan(s) ("Trust") made this 8th day of July, 2002, by
and between BellSouth Corporation, a Georgia corporation ("BellSouth"),
BellSouth Telecommunications, Inc., a Georgia corporation wholly-owned by
BellSouth ("Company") and Deutsche Bank Trust Company Americas, a New York
corporation ("Trustee");
WHEREAS, BellSouth, Company and Trustee on May 23, 1996, executed an
agreement constituting the Trust (the "Trust Agreement"); and
WHEREAS, BellSouth, Company and Trustee on December 21, 1999, executed
a First Amendment to the Trust Agreement; and
WHEREAS, BellSouth, Company and Trustee now desire to amend further the
Trust Agreement, pursuant to the authority reserved to Trustee, BellSouth and
Company in Section 12 of the Trust Agreement as provided in this Second
Amendment;
NOW, THEREFORE, the Trust Agreement is hereby amended as follows:
1.
Appendix A to the Trust Agreement shall be amended by the addition of
the BellSouth Officer Compensation Deferral Plan at the end thereof. The current
Appendix A shall be replaced by the revised Appendix A as attached hereto.
2.
Except as otherwise provided herein, the Trust Agreement shall remain
in full force and effect as in existence prior to the execution of this Second
Amendment.
3.
This Second Amendment shall be effective as of January 1, 2002.
BELLSOUTH CORPORATION
By: /s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx
Title: Vice President - Treasurer
(CORPORATE SEAL)
ATTEST: /s/ Xxxxx X. Xxxx
_________________
Title: Senior Corporate Counsel and
Assistant Corporate Secretary
____________________
BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ Xxxx Xx Xxxx
______________________________________
Xxxx Xx Xxxx
Title: Vice President, General Counsel and Secretary
(CORPORATE SEAL)
ATTEST: /s/ Leigh Xxx Xxxxx
___________________
Title: Assistant Secretary
_______________________
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Xxxxx Xxxxxx
_________________________________
Title: Director
________________________________
(CORPORATE SEAL)
ATTEST: /s/ Xxx Xxxxxxxx
__________________
Title: Vice President & Assistant
Secretary
_____________________
APPENDIX A
o BellSouth Nonqualified Deferred Compensation Plan
o BellSouth Nonqualified Deferred Income Plan
o BellSouth Corporation Supplemental Executive Retirement Plan
o BellSouth Corporation Executive Incentive Award Deferral Plan
o BellSouth Corporation Section 415 Excess Pension Plan
o BellSouth Corporation Compensation Deferral Plan
o BellSouth Officer Compensation Deferral Plan
