Exhibit 10s-5
THIRD AMENDMENT
TO THE
BELLSOUTH TELECOMMUNICATIONS, INC.
TRUST UNDER EXECUTIVE BENEFIT PLAN(S)
THIS THIRD AMENDMENT to the BellSouth Telecommunications, Inc. Trust
Under Executive Benefit Plan(s) (the "Trust Agreement") is made this 15th day of
March, 2004, by and between BellSouth Corporation, a Georgia corporation
("BellSouth"), BellSouth Telecommunications, Inc., a Georgia corporation
wholly-owned by BellSouth ("Company"), and The Northern Trust Company, an
Illinois corporation of Chicago, Illinois ("Trustee"):
WHEREAS, BellSouth, Company and Bankers Trust Company, a New York
Corporation ("Bankers Trust"), first executed the Trust Agreement on May 23,
1996; and
WHEREAS, BellSouth and Company on November 1, 2003, appointed Trustee
as successor trustee to Bankers Trust Company; and
WHEREAS, BellSouth, Company and Trustee, effective November 1, 2003,
executed a First Amendment to the Trust Agreement; and
WHEREAS, BellSouth, Company and Trustee, effective December 17, 2003,
executed a Second Amendment to the Trust Agreement; and
WHEREAS, BellSouth, Company and Trustee now desire to amend further the
Trust Agreement, pursuant to Section 12 of the Trust Agreement;
NOW, THEREFORE, the section of the Trust Agreement set forth below is
amended as follows, but all other sections of the Trust Agreement shall remain
in full force and effect:
1.
Section 9 is hereby amended by adding at the end thereof the following
new sentence:
"In addition, with respect to any third party engaged by the Company to
provide services, including but not limited to, actuarial, accounting,
recordkeeping, or legal services, for the Trust or the Plan(s), the
Company shall direct the Trustee to pay such third party's reasonable
administrative expenses (including reasonable compensation) from the
Trust to the extent not paid by Company."
IN WITNESS WHEREOF, BellSouth, 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)
The undersigned, Xxxxx X. Xxxx, does hereby certify that he/she is the
duly elected, qualified and acting Assistant Corporate Secretary of BellSouth
Corporation ("BellSouth") and further certifies that the person whose signature
appears above is a duly elected, qualified and acting officer of BellSouth with
full power and authority to execute this Trust Amendment on behalf of BellSouth
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
BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ Xxxx Xx Xxxx
Its: Vice President, General Counsel & Secretary
ATTEST:
/s/ Xxxxxxxxx X. Xxxxxxx
Its: Assistant Secretary
(CORPORATE SEAL)
The undersigned, Xxxxx Xxxxxx Irvine, does hereby certify that he/she
is the duly elected, qualified and acting Assistant Secretary of BellSouth
Telecommunications, Inc. ("Company") and further certifies that the person whose
signature appears above is a duly elected, qualified and acting officer of the
Company with full power and authority to execute this Trust Amendment on behalf
of the Company and to take such other actions and execute such other documents
as may be necessary to effectuate this Trust Amendment.
/s/ Xxxxx Xxxxxx Irvine
Assistant Secretary
BellSouth Telecommunications, Inc.
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
Its: Vice President
ATTEST:
Its: /s/ Xxxxx X. Xxxxx
