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                                                                   EXHIBIT 10w-1



                             FIRST AMENDMENT TO THE
                        BELLSOUTH RETIREMENT SAVINGS PLAN

         THIS FIRST AMENDMENT to the BellSouth Retirement Savings Plan (the
"Plan") is made as of this 18th day of December, 2001, by the BellSouth Savings
Plan Committee (the "Committee").

                              W I T N E S S E T H:

         WHEREAS, BellSouth Corporation ("BellSouth") maintains the Plan for the
benefit of its employees and employees of certain of its affiliates;

         WHEREAS, Section 19.1 of the Plan provides that the Plan may be amended
at any time by action of the delegate of the Board of Directors of BellSouth
Corporation;

         WHEREAS, the Board has delegated the authority to approve amendments to
the Plan to the Executive Nominating and Compensation Committee, which in turn
has delegated this authority to the Committee; and

         WHEREAS, Section 22.4 of the Plan provides that any amendment to this
Plan automatically shall be effective as to each Participating Company without
any further action by any Participating Company; and

         WHEREAS, the Committee desires to amend the Plan to permit catch-up
contributions as provided for under Code section 414(v);

         WHEREAS, the Committee also desires to amend the Plan to provide that
the contribution of BellSouth Wireless Data Services LLC and BellSouth Cellular
Services LLC (hereafter the "Leasecos") to Cingular Wireless, LLC shall not
constitute a termination of employment under the Plan and to effect a spin-off
of the accounts attributable to the employees of the Leasecos;

         WHEREAS, the Committee also desires to amend the Plan to allow
distributions to terminated employees who have previously been ineligible to
receive a distribution due to the application of the "same desk rule;" and

         WHEREAS, the Committee also desires to amend the Plan to incorporate
certain other changes in accordance with the Economic Growth and Tax
Reconciliation Act of 2001;

         NOW, THEREFORE, the Plan is amended as follows:


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                                       1.

         Effective January 1, 2002, Section 2.1 of the Plan is amended by
replacing the first sentence of the definition of "Compensation" with the
following:

                  "COMPENSATION" shall mean, with respect to a Participating
         Employee, the lesser of the amounts described in clauses (a) and (b),
         as follows: (a) the total of (1) all of the Participating Employee's
         wages, as defined in Code section 3401(a), that are reportable by
         BellSouth and the other Affiliates for federal income tax purposes on
         IRS Form W-2, plus (2) all before-tax, salary deferral or reduction
         contributions made to the Plan and other Code section 401(k) and
         section 125 plans of the Affiliates on behalf of the Participating
         Employee for such Plan Year (including any contributions made under
         Code section 402(e)(3), 402(h) or 403(b)), plus (3) for Plan Years
         beginning on or after January 1, 2001, any elective amounts which are
         not includible in the gross income of the Participating Employee by
         reason of Code section 132(f)(4); provided, on a plan year-by-plan year
         basis, the Committee may elect to use any other definition of
         "Compensation" that satisfies the nondiscrimination requirements of
         Code section 414(s); provided further, in a Plan Year in which a
         Participating Employee becomes an Eligible Employee, the total in
         clause (1) shall include such wages beginning with the pay period that
         begins with or immediately follows the first day of the month
         immediately following the date on which he becomes an Eligible
         Employee; and (b) for any Plan Year (or other applicable period)
         $200,000, as adjusted by the Secretary of the Treasury under Code
         section 401(a)(17) for cost-of-living increases.

                                       2.

         Effective as of January 1, 2002, Section 2.1 of the Plan is amended by
replacing the second sentence of "Eligible Compensation" with the following:

         "Notwithstanding anything contained herein to the contrary, (1) the
         Eligible Compensation which is taken into account under this Plan for
         any Plan Year shall not exceed $200,000, as adjusted for cost of living
         increases in accordance with Code section 401(a)(17); and (2) for
         purposes of allocating Profit Sharing Contributions, "Eligible
         Compensation" shall have the same meaning as is attributed to the term
         "Compensation" under this Section 2.1, or such other definition of
         "Eligible Compensation" that satisfies the nondiscrimination
         requirements of Code section 414(s).

                                       3.

         Effective as of January 1, 2002, the multiple use test described in
Treasury Regulation section 1.401(m)-2 and Section 6.6 of the Plan shall not
apply for Plan Years beginning after December 31, 2001.


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                                       4.

         Effective as of January 1, 2002, Section 6 of the Plan is amended by
adding the following new Section 6.7 to the end thereof:

         7.       Catch-Up Contributions. If permitted in accordance with Plan
                  Rules, a Participating Employee who will attain age 50 before
                  the close of any Plan Year shall be eligible to make catch-up
                  contributions for such Plan Year in accordance with, and
                  subject to the limitations of, Code section 414(v) and the
                  Plan Rules. Such catch-up contributions shall be considered to
                  be Before-Tax Supplemental Contributions, subject to the
                  provisions of this Section 6.7, and shall be credited to the
                  Participating Employee's Before-Tax Supplemental Account. Such
                  catch-up contributions shall not be taken into account for
                  purposes of the provisions of the Plan which (i) implement the
                  required limitations (including correcting to comply with such
                  limitations) of Code Sections 402(g) and 415 and (ii)
                  calculate the Actual Deferral Percentage under the Plan
                  (including correcting to the extent the ADP Limit is exceeded;
                  provided, the Committee shall have the right to convert
                  Before-Tax Contributions and Before-Tax Supplemental
                  Contributions to catch-up contributions to the extent it deems
                  necessary to keep such contributions from exceeding the ADP
                  Limit and such conversion is permitted under Code Section
                  414(v)). The Plan shall not be treated as failing to satisfy
                  the provisions of the Plan implementing the requirements of
                  Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or
                  416, as applicable, by reason of the making of such catch-up
                  contributions. Notwithstanding anything herein to the
                  contrary, no Matching Contributions shall be made, or matching
                  Units of any kind granted, with respect to catch-up
                  contributions.

                                       5.

         Effective January 1, 2002, Section 9.8(b)(i) of the Plan is amended by
adding the following to the end thereof:

                  "Notwithstanding the preceding, effective January 1, 2002,
         "eligible rollover distribution" shall also include After-Tax Basic
         Contributions and After-Tax Supplemental Contributions; provided to the
         extent that such amounts are transferred to another qualified defined
         contribution plan trust such rollover must be effected in a direct
         rollover.


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                                       6.

         Effective December 22, 2001, Section 9 of the Plan is amended by adding
the following new Section 9.9 to the end thereof:

         9.       Spin-off to Cingular. Participating Employees who are employed
                  by BellSouth Wireless Data Services LLC and BellSouth Cellular
                  Services LLC shall not be separated from services for purposes
                  of receiving a distribution under this Section 9 as a result
                  of the contribution of such Participating Companies to
                  Cingular Wireless, LLC; provided, such employees shall cease
                  to be eligible to make contributions under this Plan as of
                  such date. In addition, as determined in accordance with Plan
                  Rules and the requirements of Code section 414(l), the account
                  balances attributable to such BellSouth Wireless Data Services
                  LLC and BellSouth Cellular Services LLC employees shall be
                  spun-off from the Plan, effective as of February 4 (or such
                  other time as determined in accordance with Plan Rules) and
                  transferred in a trustee-to-trustee transfer to the defined
                  contribution plan maintained by Cingular Wireless, LLC.

                                       7.

         Effective January 1, 2002, Section 9 of the Plan is amended by adding
the following new Section 9.10 to the end thereof:

         10.      Severance from Employment. Effective January 1, 2002, the term
                  "separation [or separates] from service" shall be replaced
                  with the term "severance [or severs] from employment"
                  everywhere that such term(s) appeared in the Plan. Such change
                  shall apply for distributions occurring on or after January 1,
                  2002 and shall apply regardless of when the severance from
                  employment occurs.

                                       8.

         Effective January 1, 2002, Section 24.2 of the Plan is amended by
deleting the last sentence thereof and replacing it with the following:

                  "For purposes of determining the amount of the Account of any
         Participating Employee, such amount shall be increased by the aggregate
         distributions (if any) made with respect to such Participating Employee
         under this Plan during the one-year period ending on the "Determination
         Date." In the case of a distribution made for a reason other than
         severance from employment, death or disability, this provision shall be
         applied by substituting "five-year period" for "one-year period."


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                                       9.

         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 representative of the Committee as of the date first written above.

                                  BELLSOUTH SAVINGS PLAN COMMITTEE

                                           /s/ Richard D. Sibbernsen
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                                  By:  Richard D. Sibbernsen, Chairman



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