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                                                                  EXHIBIT 10s-3


                                FIRST AMENDMENT
                                     TO THE
                       BELLSOUTH TELECOMMUNICATIONS, INC.
                     TRUST UNDER EXECUTIVE BENEFIT PLAN(S)


         THIS AGREEMENT is made this 1st day of November, 2003 by and between
BellSouth Corporation ("BellSouth"), a Georgia corporation, 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") executed the BellSouth Telecommunications, Inc.
Trust Under Executive Benefit Plan(s) (the "Trust Agreement") dated the 23rd
day of May, 1996; and

         WHEREAS, BellSouth and Company desire to appoint The Northern Trust
Company as successor trustee to Bankers Trust pursuant to Section 11 of the
Trust Agreement; and

         WHEREAS, BellSouth, Company and Trustee desire to amend 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.

         All references to Bankers Trust are hereby amended to refer to The
Northern Trust Company.

                                       2.

         Section 2(d)(4) is hereby amended by inserting "or the Independent
Fiduciary (as defined below) if appointed" between words "Following a Change of
Control, Trustee," and "in its sole discretion" at the beginning of the second
sentence. All subsequent references to the "Trustee" in Section 2(d)(4) are
hereby amended by substituting the word "Trustee" with the words "Trustee or
the Independent Fiduciary if appointed."

                                       3.

         Sections 2(d)(5),(6) and (7) are hereby amended by substituting
"Trustee" with "Trustee or the Independent Fiduciary if appointed" in the third
sentence of section 2(d)(5), the second sentence of section 2(d)(6), and the
first sentence of section 2(d)(7).


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                                       4.

         The following is hereby inserted at the end of section 3(b)(2):

              "Trustee may appoint an independent accounting, consulting or law
              firm to make any determination of solvency required by the
              Trustee under this Section 3. In such event Trustee may
              conclusively rely upon the determination by such firm and shall
              be responsible only for the prudent selection of such firm.
              Trustee shall require that such firm specifically acknowledge in
              its opinion or other determination that BellSouth, Company,
              participants, beneficiaries and creditors may rely on such
              opinion or other determination as third party beneficiaries."

                                       5.

         Section 5(f) is hereby amended by adding "or the Independent Fiduciary
if appointed" immediately after the words "provisions under this Trust
Agreement, Trustee" in the first sentence therein.

                                       6.

         Sections 5(h) and 5A are hereby amended by adding "or the Independent
Fiduciary if appointed" immediately after all references to "Trustee" therein.

                                       7.

         New sections 8(g) and 8(h) are hereby inserted immediately after
section 8(f) as follows:

         "(g) Following a Change in Control, Trustee may appoint an entity or a
         person as an independent fiduciary ("Independent Fiduciary") to act as
         fiduciary under the Plans and this agreement and to exercise such
         responsibilities of the Trustee set forth in sections 2(d)(4), (5),
         (6), and (7) and sections 5(f) and (h) and section 5A pursuant to a
         written agreement between such entity or person and the Trustee. The
         Independent Fiduciary shall certify to the Trustee the names of all
         persons authorized to act on its behalf. In such event, the Trustee
         may conclusively rely upon the determinations of and directions from
         the Independent Fiduciary and shall be responsible only for the
         prudent selection and retention of such entity or person to act as
         Independent Fiduciary hereunder. All fees and expenses of such
         Independent Fiduciary shall be paid from the assets of the Trust
         unless paid by BellSouth or the Company.

         (h) For purposes of Section 3, the phrase "actual knowledge of the
         Trustee" shall mean the actual knowledge of an officer or employee of
         the Corporate & Institutional Services trust administration segment of
         the Trustee and shall not include actual knowledge of personnel in the
         Corporate and Institutional Services banking segment or other separate
         segments of the Trustee."



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         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 respective corporate officers on the day and year first
written above.

                                     BELLSOUTH CORPORATION

                                     By:  /s/ Lynn  Wentworth

                                     Its:   Treasurer
ATTEST

/s/  Marcy A. Bass
Its: Senior Corporate Counsel and Assistant Corporate Secretary

     (CORPORATE SEAL)

         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


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                              BELLSOUTH TELECOMMUNICATIONS, INC.


                              By: /s/ MARY JO PEED
                                 -----------------------------------------------
                              Its: Vice President, Secretary and General Counsel


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 Corporate 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.


                                   THE NORTHERN TRUST COMPANY


                                   By: /s/ ANITA L. BENDER
                                      ------------------------------------------
                                   Its: Vice President
ATTEST:

/s/ HELEN STIRK
-------------------------
Its:  Assistant Secretary


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