EXHIBIT 10t-3
SECOND AMENDMENT
TO THE
BELLSOUTH CORPORATION
TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)
THIS SECOND AMENDMENT to the BellSouth Corporation Trust Under Board of
Directors Benefit Plan(s) (the "Trust Agreement") is made this 17th day of
December, 2003, by and between BellSouth Corporation, a Georgia corporation
("Company"), and The Northern Trust Company, an Illinois corporation of Chicago,
Illinois ("Trustee"):
WHEREAS, Company and Bankers Trust Company, a New York Corporation
("Bankers Trust"), first executed the Trust Agreement on May 23, 1996; and
WHEREAS, Company on November 1, 2003, appointed Trustee as successor
trustee to Bankers Trust Company; and
WHEREAS, Company and Trustee, effective November 1, 2003, executed a
First Amendment to the Trust Agreement; and
WHEREAS, Company and Trustee now desire to amend further the Trust
Agreement, pursuant to Section 12 of the Trust Agreement;
NOW, THEREFORE, the sections of the Trust Agreement set forth below are
amended as follows, but all other sections of the Trust Agreement shall remain
in full force and effect:
1.
Section 5(c) is hereby amended by deleting the last sentence therein,
and inserting at the end of Section 5(c) the following:
"Furthermore, in addition to such reservation of discretionary
authority, prior to a Change of Control, Company may appoint
one or more investment managers ("Investment Managers") to
manage all or a portion of the assets of the Trust. Company
shall notify Trustee of each appointment of an Investment
Manager (and of any subsequent changes in any such
appointment), in writing, and shall direct each Investment
Manager to certify to Trustee the names of all persons
authorized to act on its behalf. Trustee may continue to rely
upon such instruments until otherwise notified in writing by
Company or the Investment Manager, as the case may be. Trustee
may conclusively rely upon the determinations of and
directions
from Company acting pursuant to the authority reserved in, or
an Investment Manager appointed pursuant to, subsection (c) of
this Section 5. All fees and expenses of an Investment Manager
shall be paid from the assets of the Trust unless paid by
Company. Notwithstanding anything to the contrary contained
herein, following a Change of Control, Company may not reserve
discretionary authority or appoint an Investment Manager for
the management and control of any assets of the Trust and any
prior reservation or appointment then in effect shall be
nullified."
2.
Section 5(d) is hereby deleted in its entirety and replaced with the
following:
"(d) Trustee shall follow the directions of Company or of an
Investment Manager regarding the investment and reinvestment
of Trust assets (or such portion thereof as may be under
management by Company or an Investment Manager pursuant to
subsection (c) of this Section 5), and shall be under no duty
or obligation to review or to question any direction of
Company pursuant to the authority reserved in, or of an
Investment Manager appointed pursuant to, subsection (c) of
this Section 5, or to review any investment to be acquired,
held or disposed of pursuant to such directions, or to make
recommendations with respect to the disposition or continued
retention of any such investment and Trustee shall have no
authority to take any action or to refrain from taking any
action with respect to any such assets unless and until it is
directed to do so by Company pursuant to authority reserved
in, or an Investment Manager appointed pursuant to, subsection
(c) of this Section 5. Notwithstanding anything to the
contrary in this Trust Agreement, Company shall indemnify
Trustee and hold it harmless from any liability or expense
(including reasonable attorneys' fees) resulting from acts or
omissions of Trustee taken in reliance on directions or the
absence of directions from Company pursuant to authority
reserved in, or an Investment Manager appointed pursuant to,
subsection (c) of this Section 5 or otherwise in connection
with Trustee's administration of the Trust consistent with
subsection (c) of Section 5."
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3.
Section 5(e) is hereby amended by substituting "Company pursuant to
authority reserved in subsection (c) of this Section 5" with "Company pursuant
to authority reserved in, or an Investment Manager appointed pursuant to,
subsection (c) of this Section 5" therein.
4.
Section 5(f) is hereby amended by substituting "Company acting pursuant
to authority reserved under subsection (c) of this Section 5" with "Company
acting pursuant to authority reserved in, or an Investment Manager appointed
pursuant to, subsection (c) of this Section 5" in the introductory language
preceding clause (1) of Section 5(f).
5.
Section 5(g) is hereby amended by adding at the end thereof the
following:
"Notwithstanding the foregoing, the Trustee shall vote any proxies for
such shares of Company Stock held pursuant to this Section 5(g) in its
discretion."
IN WITNESS WHEREOF, Company and Trustee have caused this Amendment to
be executed and their respective corporate seals to be affixed and attested by
their corporate officers on the day and year first written above.
BELLSOUTH CORPORATION
By: /s/ Xxxx Xxxxxxxxx
---------------------------------------------
Its: Chairman, Trust Asset Management Committee
ATTEST:
/s/ Xxxxx X. Xxxx
Its: Senior Corporate Counsel & Asst. Corporate Secretary
(CORPORATE SEAL)
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The undersigned, Xxxxx X. Xxxx, does hereby certify that he/she is the
duly elected, qualified and acting Assistant Corporate Secretary of BellSouth
Corporation ("Company") and further certifies that the person whose signature
appears above is a duly elected, qualified and acting officer of Company with
full power and authority to execute this Trust Amendment on behalf of Company
and to take such other actions and execute such other documents as may be
necessary to effectuate this Trust Amendment.
/s/ Xxxxx X. Xxxx
Senior Corporate Counsel and
Assistant Corporate Secretary
BellSouth Corporation
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Its: Vice President
ATTEST:
/s/ Xxxxxx X. Xxxxxx, Xx.
Its: Assistant Secretary
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