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                                                                   EXHIBIT 10t-2



                                 FIRST AMENDMENT
                                     TO THE
                              BELLSOUTH CORPORATION
                 TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)

         THIS AGREEMENT is made this 1st day of November, 2003 by and between
BellSouth Corporation ("Company"), a Georgia corporation, and The Northern Trust
Company, an Illinois corporation of Chicago, Illinois ("Trustee");

         WHEREAS, Company and Bankers Trust Company, a New York corporation,
("Bankers Trust") executed the BellSouth Corporation Trust Under Board of
Directors Plan(s) (the "Trust Agreement") dated the 23rd day of May, 1996; and

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

         WHEREAS, Company and the 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).

                                       4.

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


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              "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 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 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, the Company and the 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



                                         THE NORTHERN TRUST COMPANY


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


ATTEST:


/s/ Helen M. Stirk
--------------------------
Its:  Assistant Secretary


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