SECOND AMENDMENT TO THE BELLSOUTH CORPORATION
TRUST UNDER EXECUTIVE BENEFIT PLAN(S)
THIS SECOND AMENDMENT to the BellSouth Corporation Trust Under
Executive Benefit Plan(s) ("Trust") made this 8th day of July, 2002, by and
between BellSouth Corporation, a Georgia corporation ("Company"), and Deutsche
Bank Trust Company Americas, a New York corporation ("Trustee");
WHEREAS, Company and Trustee on May 23, 1996, executed an agreement
constituting the Trust (the "Trust Agreement"); and
WHEREAS, Company and Trustee on December 21, 1999, executed a First
Amendment to the Trust Agreement; and
WHEREAS, Company and Trustee now desire to amend further the Trust
Agreement, pursuant to the authority reserved to Trustee 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
__________________
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 Officer Compensation Deferral Plan
