BELLSOUTH CORP
EX-10.U3 SECOND AMENDMENT TO BELLSOUTH TELECOMMUN.
<DOCUMENT>
<TYPE>EX-10.U3
<SEQUENCE>11
<FILENAME>g86981exv10wu3.txt
<DESCRIPTION>EX-10.U3 SECOND AMENDMENT TO BELLSOUTH TELECOMMUN.
<TEXT>
<PAGE>
                                                                  EXHIBIT 10u-3


                                SECOND AMENDMENT
                                     TO THE
                       BELLSOUTH TELECOMMUNICATIONS, INC.
                 TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)

         THIS SECOND AMENDMENT to the BellSouth Telecommunications, Inc. 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 ("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 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,
                  BellSouth may appoint one or more investment managers
                  ("Investment Managers") to manage all or a portion of the
                  assets of the Trust. BellSouth 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 BellSouth or the Investment Manager,
                  as the case may be. Trustee may



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                  conclusively rely upon the determinations of and directions
                  from BellSouth 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 BellSouth or Company. Notwithstanding anything to the
                  contrary contained herein, following a Change of Control,
                  BellSouth 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 BellSouth or of
                  an Investment Manager regarding the investment and
                  reinvestment of Trust assets (or such portion thereof as may
                  be under management by BellSouth 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 BellSouth 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 BellSouth 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, BellSouth 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 BellSouth 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 "BellSouth pursuant to
authority reserved in subsection (c) of this Section 5" with "BellSouth
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 "BellSouth acting
pursuant to authority reserved under subsection (c) of this Section 5" with
"BellSouth 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, 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/ Lynn Wentworth
                                   ---------------------------------------------
                                Its:  Chairman, Trust Asset Management Committee


ATTEST:


/s/ Marcy A. Bass
---------------------------------------------------------
Its: Senior Corporate Counsel & Asst. Corporate Secretary


         (CORPORATE SEAL)






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         The undersigned, Marcy A. Bass, 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/ Marcy A. Bass
-------------------------------
Senior Corporate Counsel and
Assistant Corporate Secretary
BellSouth Corporation


                                     BELLSOUTH TELECOMMUNICATIONS, INC.



                                     By: /s/ Roderick Odom
                                        ----------------------------------------
                                     Its:   President

ATTEST:


/s/ Joyce Clower Irvine
---------------------------------
Its:  Assistant Secretary




         (CORPORATE SEAL)

         The undersigned, Joyce Clower 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/ Joyce Clower Irvine
--------------------------------
Assistant Secretary
BellSouth Telecommunications, Inc.



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                                            THE NORTHERN TRUST COMPANY



                                            By: /s/ Anita L. Bender
                                                --------------------------------
                                            Its: Vice President
                                                --------------------------------


ATTEST:


/s/ Robert F. Draths, Jr.
----------------------------------
Its: Assistant Secretary
    ------------------------------





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