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                                                                  EXHIBIT 10x-17

                       AMENDMENT TO THE BELLSOUTH PERSONAL
                         RETIREMENT ACCOUNT PENSION PLAN

     THIS AMENDMENT to the BellSouth Personal Retirement Account Pension Plan
(the "Plan") is made this 22nd day of December, 2005 and effective as of the
dates specified herein.

                                   WITNESSETH:

     WHEREAS, BellSouth Corporation (the "Company") sponsors the Plan, which was
amended and restated effective January 1, 1998, and subsequently amended from
time to time; and

     WHEREAS, pursuant to Section 15.01 of the Plan, the BellSouth Board of
Directors' Nominating and Compensation Committee (the "Committee") is authorized
to amend the Plan; and

     WHEREAS, the Committee approved a provision at its February 28, 2005
meeting to amend the Plan to provide an additional credit for the 2005 Plan Year
equal to 2% of each Plan participant's 2005 compensation; and

     WHEREAS, the Committee authorized appropriate officers of the Company to do
such further acts and to execute such documents as may be necessary or advisable
to effectuate the purposes of such action; and

     WHEREAS, pursuant to Section 15.01 of the Plan, the Employees' Benefit
Committee (the "EBC") is authorized to adopt nonmaterial amendments to the Plan;
and

     WHEREAS, the EBC approved the plan adoption for employees of IYP Employee
Services; and

     WHEREAS, the EBC approved amendments to the Plan at its June 29, 2005 and
October 10, 2005 meetings to change the mandatory payments of small benefits;
and

     WHEREAS, the Plan must be amended for certain other miscellaneous and
technical changes; and

     WHEREAS, L.M. Berry and Company ("Berry") previously adopted the Plan
subject to certain modifications described in Schedule 2 of the Plan; and

     WHEREAS, the EBC approved an amendment to the Plan at its October 10, 2005
meeting to amend Schedule 2 to eliminate the beneficiary designation process for
L.M. Berry and Company participants; and

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     WHEREAS, the EBC approved an amendment to the Plan at its December 19, 2005
meeting to amend the Plan to provide the interest crediting rate of 4.89% for
the L.M. Berry and Company participants for the 2005 Year.

     NOW, THEREFORE, pursuant to the authority delegated by the Committee and
the EBC, the undersigned officer approves the following amendments to the Plan:

                                       1.

     Effective January 1, 2005, amend Section 3 of the Plan by adding the
following sentence at the end of Subparagraph 3.05(a):

          "The Board has approved an additional credit for the 2005 Plan Year
     equal to the Participant's Compensation multiplied by two percent, and this
     additional credit shall be credited to each Participant's account as of the
     last day of such Plan Year."

                                       2.

Effective January 1, 2005, amend Schedule 1 of the Plan by adding the following
Participating Company at the end of Schedule 1:

<TABLE>
<CAPTION>
Participating Company   Effective Date of Participation
---------------------   -------------------------------
<S>                     <C>
IYP Employee Services   January 1, 2005
</TABLE>

                                       3.

     Effective as of January 1, 2005, Schedule 2 of the Plan regarding L.M.
Berry and Company is hereby amended by adding to the end of Paragraph 4(f) the
following:

     "As of the last day of Plan Year 2005, each Participant's account shall be
     credited with interest at the rate of 4.89% under the terms of the Plan."

                                       4.

     Effective as of March 28, 2005, Section 7.06 of the Plan is hereby amended
by deleting the first paragraph of 7.06(a) and replacing it with the following:

     "If the greater of the Participant's account balance or the present value
     of the Participant's accrued benefit (determined using the Applicable
     Mortality Table and the Applicable Interest Rate) is less than or equal to
     $1,000 as of the date of

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     his Pension Commencement Date, a lump-sum settlement equal to such greater
     amount shall be payable to him on such date in lieu of any other benefits
     under the Plan, if the greater of such amounts remains $1,000 or less
     through the date of payment; provided that, if a Participant's Pension
     Commencement Date occurs before March 28, 2005 and after March 31, 1998,
     the lump sum settlement shall be payable with respect to benefits of $5,000
     or less; further provided that, if a Participant's Pension Commencement
     Date occurs before April 1, 1998 the lump sum settlement shall be payable
     with respect to benefits of $3,500 or less.

                                       5.

     Also effective as of March 28, 2005 Section 7.06 of the Plan is hereby
amended by deleting paragraph (b) replacing it with the following:

     "A lump sum settlement shall be payable to the Participant's surviving
     spouse in lieu of the benefits otherwise payable to such spouse pursuant to
     Paragraphs 8.02 or 8.03 if the lump sum value (as defined in Sections 8.02
     and 8.03) is less than or equal to $1,000 as of the date of his Pension
     Commencement Date, if the value remains $1,000 or less through the date of
     payment; provided that, if a surviving spouse's Pension Commencement Date
     occurs before March 28, 2005 and after March 31, 1998 the lump sum
     settlement shall be payable with respect to benefits of $5,000 or less;
     further provided that, if a surviving spouse's Pension Commencement Date
     occurs before April 1, 1998, the lump sum settlement shall be payable with
     respect to benefits of $3,500 or less."

                                       6.

     Effective as of January 1, 2006, Paragraph 5(e) of Schedule 2 of the Plan
regarding L.M. Berry and Company participants, is hereby amended by deleting
such paragraph (including the reference to Section 8 of the PRA), and replacing
it with the following:

     "If a Grandfathered Participant whose pension benefit would be paid under
     subparagraphs (c) or (d) of this Paragraph 5 dies prior to payment or
     commencement of payment thereof, pre-commencement death benefits under the
     Plan with respect to such Participant shall be payable under the terms of
     the PRA (Sections 8.02 and 8.03), with further explanation:

     A surviving eligible spouse shall receive 100% of the Grandfathered
     Participant's accrued benefit, with respect to both the Berry Benefit
     and/or PRA Benefit, the amount that the Grandfathered Participant would
     have received had he retired or terminated employment on the day of his
     death. The surviving spouse shall have the same optional forms of payment
     as the Grandfathered Participant would have had. If there is no surviving
     eligible spouse, then the lump sum value of the benefit will be paid to the
     participant's estate.

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                                       7.

     Effective as of January 1, 2004, adding the following to the end of Article
V of the Plan:

     "Notwithstanding anything in the Plan to the contrary and subject to
     Treasury Regulation Section 1.417(e)-1(b)(3) and such other guidance as may
     be issued by the Secretary of Treasury from time to time (including, but
     not limit to, the requirement that retroactive payments be increased with
     applicable interest), the retirement notice described in the Plan may be
     provided after a Participant's Pension Commencement Date; provided, the
     90-day period during which a participant may make a qualified retirement
     election shall not end before the 30-day period (or the 7-day period in the
     case of a waiver of the 30-day period as described in the Plan) beginning
     after the date on which such retirement notice is provided."

                                       8.

     Any other provisions of the Plan not amended herein shall remain in full
force and effect.

     IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized
officer of the Company.


                                        By: /s/ Richard D. Sibbernsen
                                            ------------------------------------
                                            Richard D. Sibbernsen
                                            Vice President -- Human Resources