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                                                                  EXHIBIT 10q-13


                       AMENDMENT TO THE BELLSOUTH PERSONAL
                         RETIREMENT ACCOUNT PENSION PLAN


         THIS AMENDMENT to the BellSouth Personal Retirement Account Pension
Plan (the "Plan") is made as of this 18th day of December, 2001.

                              W I T N E S S E T H:

         WHEREAS, BellSouth Corporation (the "Company") sponsors the BellSouth
Personal Retirement Account Pension Plan (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 Executive and
Nominating and Compensation Committee of the Board of Directors of BellSouth
Corporation (the "Committee") is authorized to amend the Plan; and

         WHEREAS, the Committee approved an amendment to the Plan at its
February 26, 2001 meeting to provide an additional credit for the 2001 Plan Year
equal to 1% of each Plan participant's 2001 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 Employee Benefit
Committee, formerly the Employees' Benefit Claim Review Committee, (the "EBC")
is authorized to adopt nonmaterial amendments to the Plan; and

         WHEREAS, the EBC approved an amendment to the Plan at its December 14,
2000 meeting to provide a 100% pre-retirement survivor benefit to beneficiaries
of active, vested participants who die on or after January 1, 2001, and to
terminated vested or retired participants who die on or after January 1, 2001;
and

         WHEREAS, the EBC approved an amendment to the Plan at its February 14,
2001 meeting to provide the interest crediting rate of 5.78% for the L.M. Berry
and Company participants for the 2001 Plan Year; and

         WHEREAS, L.M. Berry and Company 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 November 30,
2001 meeting to amend the Plan such that employees who are employed by BellSouth
Cellular Services LLC on the contribution date of such entity to Cingular
Wireless, LLC will not be


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eligible for a distribution under the Plan and to effect a spin-off of the
liabilities associated with such employees to the defined benefit plan sponsored
by Cingular Wireless, LLC; and

         WHEREAS, the EBC authorized appropriate officers in each of its
aforementioned meetings 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 approval;

         NOW, THEREFORE, pursuant to the authority delegated by the Committee
and the EBC as referred to above, the undersigned officer approves the following
to reflect such amendments of the Plan:

                                       1.

         Effective as of January 1, 2001, 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 2001, each Participant's
         account shall be credited with interest at the rate of 5.78%, under
         the terms of the Plan."

                                       2.

         Effective as of January 1, 2001, Section 3 of the Plan is hereby
amended by adding the following sentence to the end of subparagraph 3.05(a)
thereof:

                  "The Board has approved an additional credit for the 2001 Plan
         Year equal to the Participant's Compensation multiplied by one percent,
         and this additional credit shall be credited to each Participant's
         account as of the last day of such Plan Year."

                                       3.

         Effective December 22, 2001, Section 4 of the Plan is hereby amended by
adding the following new paragraph 4.06 to the end thereof:

                  4.06     Plan Spin-off to Cingular. Participating Employees
         who are employed by BellSouth Cellular Services LLC may not retire and
         will not be eligible for a deferred vested pension for purposes of
         receiving a retirement benefit under the Plan as a result of the
         contribution of such Participating Company to Cingular Wireless, LLC.
         In addition, as determined in accordance with the requirements of Code
         section 414(l), the accrued benefits attributable to such BellSouth
         Cellular Services LLC employees shall be spun-off from the Plan,
         effective as of December 23, 2001, and assets associated with such
         liabilities shall be transferred within a reasonable period of time
         thereafter in a trustee-to-trustee transfer to the defined benefit plan
         maintained by Cingular Wireless, LLC.


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                                       4.

         Effective January 1, 2001, Section 8 of the Plan is hereby amended by
deleting Sections 8.02 and 8.03 in their entirety and substituting the following
in lieu thereof:

                  "8.02    Death Prior to Retirement or Termination. If the
         Participant dies after becoming vested but while actively employed by a
         Participating Company or Affiliate or while receiving benefits under
         the short term disability plan of a Participating Company or Affiliate,
         his surviving spouse may elect to have payments begin at any time
         following the Participant's death.

                  (a)      Deaths that occur before January 1, 2001.

                           With respect to a Participant who dies before January
         1, 2001, the surviving spouse's monthly pension shall be 45 percent of
         the amount which would have been payable to the Participant had (i) he
         terminated employment with a deferred vested pension on the date of his
         death, (ii) if he had not attained age 62 as of his death, his account
         been credited with interest at the rate applicable to the Participant
         (as set forth in Paragraph 3.04) in the year of his death, from the
         date of his death to his 62nd birthday, and (iii) his account been
         converted into an actuarially equivalent single life annuity at age 62,
         if he had not attained age 62 on the date of his death, or on the date
         of his death, if he had attained age 62 as of such date, using the age
         62 factor from the table in Appendix 3, as in effect on the date of his
         death.

                           With respect to a Participant described in the
         preceding paragraph, but who dies on or after July 22, 1996, if such
         Participant has a surviving spouse, in lieu of the monthly pension
         described above, the surviving spouse may elect to receive a lump sum
         settlement that is equal to the greater of (I) 45% of the Participant's
         account balance determined in steps (i) and (ii), above, and (II) the
         lump sum amount that would be payable to Participant under Paragraph
         7.08. If such a Participant dies and does not have a surviving spouse
         (or he and his surviving spouse have not been married throughout the
         one-year period ending on the date of his death), the amount determined
         in the prior sentence shall be paid to his estate in a lump sum.

                  (b)      Deaths that occur on or after January 1, 2001 and
         before January 1, 2002.

                           With respect to a Participant who dies on or after
         January 1, 2001 and before January 1, 2002, the surviving spouse's
         monthly pension shall be equal to the greater of (i) the annuity
         benefit amount determined under Section 8.02(a) above, and (ii) the
         annuity benefit amount determined under Section 8.02(c) below.

                           If such surviving spouse elects a lump sum settlement
         in lieu of the monthly pension, then the lump sum settlement shall be
         equal to the greater of (i) the lump sum amount determined under
         Section 8.02(a) above, and (ii) the lump sum amount determined under
         Section 8.02(c) below. If such a Participant dies and does not have a
         surviving spouse (or he and his surviving spouse have not been married
         throughout the


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         one-year period ending on the date of his death), the amount determined
         in the prior sentence shall be paid to his estate in a lump sum.

                  (c)      Deaths that occur on or after January 1, 2002.

                           With respect to a Participant who dies on or after
         January 1, 2002, the surviving spouse's monthly pension shall be equal
         to 100% of the Participant's cash balance account converted to a single
         life annuity using the applicable Appendix 3 conversion factors. The
         factor shall be based on the age that the Participant would have been
         had he survived to the pension commencement date (as elected by the
         spouse), and based on the Applicable Interest Rate and the Applicable
         Mortality Rate for the year in which the pension commencement date
         occurs.

                           If the Participant was eligible for the grandfathered
          BellSouth Management Pension Plan (BSMPP) in accordance with Section
          6.03 hereof, then the surviving spouse shall be eligible for a BSMPP
          surviving spouse's monthly pension, if such amount is greater than the
          cash balance survivor annuity described in the preceding paragraph.
          The BSMPP surviving spouse's monthly pension shall be equal to
          forty-five percent (45%) of the Participant's accrued benefit under
          the BSMPP formula, except that no early retirement discount factor
          shall be applied, regardless of the Participant's or spouse's age, and
          the pension commencement date may be any date immediately following
          the Participant's death.

                           Such surviving spouse may elect to receive a lump sum
         settlement in lieu of the monthly survivor annuity. The lump sum
         settlement shall equal the greater of (i) 100% of the Participant's
         cash balance account as of his date of death, and (ii) the present
         value of the BSMPP survivor annuity, if applicable. The present value
         shall be determined by converting the BSMPP survivor annuity to a lump
         sum using the applicable factors in Appendix 3. The factor shall be
         based on the age that the Participant would have been had he survived
         to the pension commencement date, and based on the Applicable Interest
         Rate and the Applicable Mortality Rate for the year that the pension
         commences. In addition, if a vested Participant dies and does not have
         a surviving spouse (or, he and his surviving spouse have not been
         married throughout the one-year period ending on the date of his
         death), then the amount determined in this lump sum section shall be
         paid to his estate.

         8.03     Death After Retirement or Termination.

                  (a)      Deaths that occur before January 1, 2001.

                            If the Participant dies after retirement or
         termination of employment but before his Pension Commencement Date and
         his death occurs prior to January 1, 2001, his surviving spouse may
         elect to have payments begin at any time following the Participant's
         death.


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                           In either case, the surviving spouse's monthly
         pension is the amount such spouse would have received had the
         Participant lived until the date payments begin to be paid to the
         surviving spouse, elected payments to begin on such date in the form of
         the joint and 50% survivor annuity, and then died.

                  (b)      Deaths that occur on or after January 1, 2001.

                           If the Participant dies after retirement or
         termination of employment but before his Pension Commencement Date and
         his death occurs on or after January 1, 2001, his surviving spouse may
         elect to have payments begin at any time following the Participant's
         death. The survivor's benefit is determined in accordance with this
         subparagraph (b). However, if the Participant dies after retirement or
         termination of employment and after his Pension Commencement Date, then
         the Participant's retirement benefit (whether service pension, deferred
         vested pension, or disability pension) will be paid according to his
         elected form of payment and no survivor benefit shall be paid under
         this Section 8.03.

                           The surviving spouse's monthly pension shall be equal
         to 100% of the Participant's cash balance account converted to a single
         life annuity using the applicable Appendix 3 conversion factors. The
         factor shall be based on the age that the Participant would have been
         had he survived to the pension commencement date (as elected by the
         spouse), and based on the Applicable Interest Rate and the Applicable
         Mortality Rate for the year that the pension commences.

                           If the Participant was eligible for the grandfathered
         BellSouth Management Pension Plan (BSMPP) in accordance with Section
         6.03 hereof, then the surviving spouse shall be eligible for a BSMPP
         surviving spouse's monthly pension, if such amount is greater than the
         cash balance survivor annuity described in the preceding paragraph.
         The BSMPP surviving spouse's monthly pension shall be equal to
         forty-five percent (45%) of the Participant's accrued benefit under
         the BSMPP formula, with applicable early retirement reduction factors,
         and the pension commencement date may be any date immediately
         following the Participant's death.

                           Such surviving spouse may elect to receive a lump sum
         settlement in lieu of the monthly survivor annuity. The lump sum
         settlement shall equal the greater of (i) 100% of the Participant's
         cash balance account, and (ii) the present value of the BSMPP survivor
         annuity, if applicable. The present value shall be determined by
         converting the BSMPP survivor annuity to a lump sum using the
         applicable factors in Appendix 3. The factor shall be based on the age
         that the Participant would have been had he survived to the pension
         commencement date, and based on the Applicable Interest Rate and the
         Applicable Mortality Rate for the year in which the pension
         commencement date occurs. If a terminated or retired Participant dies
         before his Pension Commencement Date and does not have a surviving
         spouse (or, he and his surviving spouse have not been married
         throughout the one-year period ending on the date of his death), then
         no survivor benefit is payable."


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                                       5.

         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 as of the date first written above.


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



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