<PAGE>

                                                            Exhibit 10uu(iv)

                                AMENDMENTS TO


                            TRUST AGREEMENT NO. 1

                                   for the

                            PACIFIC TELESIS GROUP

                           EXECUTIVE DEFERRAL PLAN



                           Amendments Effective:
                              November 22, 1996
                              September 1, 1993


                                AMENDMENTS TO


                            TRUST AGREEMENT No. 1
                                     for
                            PACIFIC TELESIS GROUP
                           EXECUTIVE DEFERRAL PLAN


THIS AGREEMENT is by and between Pacific Telesis Group, a Nevada Corporation
("PTG")  and Bankers  Trust Company,   a  New York banking  corporation (the
"Trustee"),

     WHEREAS,  PTG and  the  Trustee  have  maintained  a  Trust  by  letter
agreement  dated August  31, 1993  pursuant  to which  Trustee has  acted as
successor  trustee as  of  September 1,  1993  under the  terms  of a  trust
agreement dated as of  the 27th day of June,  1988, between PTG and  Bank of
America National Trust and Savings Association (the "Trust Agreement"), such
Trust to serve as a medium for  the accumulation and investment of funds for
the payment and administration of certain benefits under the Pacific Telesis
Group Executive Deferral Plan (the "Plan"), and

     WHEREAS, by approval of its Compensation and Personnel Committee of its
Board of Directors  on November 22,  1996, PTG  has determined that  certain
additional benefits payable  to officers shall be paid out  of the assets of
the Trust; and

     WHEREAS, PTG and the Trustee mutually  desire to amend the terms of the
Agreement to correctly identify the Trustee for purposes of the Trust and to
clarify the benefits payable out of the trust assets;

     NOW, THEREFORE, PTG and the Trustee hereby agree as follows:

     1.   Effective  November 22, 1996,  Section 1.12 of the Trust Agreement
is amended in its entirety to state as follows:


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                                   <PAGE>

     1.12 Plan:   "Plan" refers  to the deferred  compensation plan entitled
     the "Pacific Telesis Group Executive Deferral Plan", restated effective
     as of   December 1, 1995,  and any similar prior  plan (excluding plans
     qualifying  under  Sections  401(a),  403(a) or  403(b)  of  the  Code)
     established by  the Employers  and providing deferred  compensation for
     designated  officers of  the Employers,  and any  supplemental deferral
     benefits  payable in  connection with but  not under  the terms  of the
     Pacific Telesis  Group Executive  Deferral Plan  or such similar  prior
     plan, as authorized by the Employers from time to time and certified to
     the Trustee by the Executive Vice President-Human  Resources of Pacific
     Telesis Group or the Executive Vice President, Chief Financial  Officer
     and  Treasurer of Pacific Telesis Group,  as payable from the assets of
     the Trust.

     2.   Effective  September 1, 1993, Section 1.14  of the Trust Agreement
is amended in its entirety to state as follows:

     1.14 Trustee:  "Trustee" means Bankers Trust Company.

     3.   Except as hereby amended,  the terms of the Trust  Agreement shall
continue in effect, as heretofore amended.

PTG and the Trustee have caused this Trust Agreement to be executed by their
respective duly authorized officers.


PACIFIC TELESIS GROUP                               BANKERS TRUST COMPANY


By:   /s/ J. R. Moberg                              By: /s/ Jaclyn Winter
    ------------------------                        ----------------------
          J. R. Moberg
    Executive Vice President
         Human Resources























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                                   <PAGE>


                               TRUST AGREEMENT
                                     for
                            PACIFIC TELESIS GROUP
                           EXECUTIVE DEFERRAL PLAN


                              CERTIFICATION OF
                  AUTHORIZED SUPPLEMENTAL DEFERRAL BENEFITS


TO BANKERS TRUST COMPANY, TRUSTEE:

Pursuant to  Section 1.12 of Trust  Agreement No. 1 for  the Pacific Telesis
Group Executive Deferral Plan,  as amended effective November 22,  1996, the
following  supplemental deferral  benefits have  been authorized  by Pacific
Telesis Group as payable out of the assets of the Trust:

Officer:  A. F. BOSCHULTE
          R. L. BARADA

Benefit:  The  amount that  represents  the difference  between the  benefit
payable under  the Plan  in  the case  of early  Separation  (as defined  in
Section 10.10 of  the Plan) by application of  the retroactive limitation of
interest accrual  pursuant to Section 6.3 and the amount that represents the
benefit  that would  otherwise  have been  payable  under the  Plan  without
application of the retroactive limitation  of interest accrual provisions of
Section 6.3.



PACIFIC TELESIS GROUP

By: /s/ J. R. Moberg                            Date:  11/27/96
   -----------------------
        J. R. Moberg
   Executive Vice President
        Human Resources



















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