<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>amdocsexh1c.txt
<DESCRIPTION>EXHIBIT 1-C
<TEXT>
                       SECOND AMENDMENT TO TRUST AGREEMENT
                           Effective November 1, 1999


                  This Amendment (the "Second Amendment"), amends the MASTER
TRUST AGREEMENT FOR SBC COMMUNICATIONS INC. DEFERRED COMPENSATION PLANS AND
OTHER EXECUTIVE BENEFIT PLANS (the "Trust Agreement"), between SBC
COMMUNICATIONS INC., a Delaware corporation (the "Company"), formerly known as
Southwestern Bell Corporation, BOSTON SAFE DEPOSIT AND TRUST COMPANY, successor
Trustee, a Massachusetts trust company and wholly-owned indirect subsidiary of
Mellon Bank Corporation (the "Trustee"), and BOSTON SAFE DEPOSIT AND TRUST
COMPANY as successor trustee of each Participating Trust in the Trust Agreement
(BOSTON SAFE DEPOSIT AND TRUST COMPANY acting in its capacity as the successor
trustee of each Participating Trust is hereinafter referred to as the respective
Participating Trust's "Participating Trust Trustee"), which Trust Agreement is
incorporated herein by this reference.

                  WHEREAS, the Company and the Participating Trust Trustees are
parties to a trust with the Trustee in accordance with the terms and conditions
of the Trust Agreement, and

                  WHEREAS, the Trustee has accepted the trust established under
the Trust Agreement and has agreed to hold, IN TRUST, all monies and other
property transferred to it thereunder for the uses and purposes and upon the
terms and conditions set forth therein, and

                  WHEREAS, the Trustee has further agreed to discharge and
perform fully and faithfully all of the duties and obligations imposed upon it
under the Trust Agreement, and

                  WHEREAS, the Company wishes to amend the Trust Agreement
consistent with the Amendment provision thereof, to permit the payment of
trustee, actuary and investment manager fees and expenses from funds allocated
to the Company's account maintained under the Trust Agreement, i.e., from funds
not allocated to any Participating Trust, and

                   WHEREAS,  the  Participating  Trust Trustees and the Trustee
agree to the Amendment  contained
herein:

                  NOW, THEREFORE, the Company and the Participating Trust
Trustees and the Trustee hereby agree as follows:

                  (1) Effective November 1, 1999, 3.6.2 of the Trust Agreement
shall be and hereby is replaced by the following:


<PAGE>



                  3.6.2 The Company shall be responsible for the payment of the
                  fees and expenses of this trust, including but not limited
                  trustee fees, actuary fees and investment manager fees. The
                  Company shall pay such fees and expenses or may direct the
                  Trustee to pay such fees out of funds allocated to the
                  Company's account maintained under this trust, i.e., from
                  funds not allocated to any Participating Trust.

                  (2) Except as modified by this Second Amendment, all other
terms and provisions of the Trust Agreement remain in full force and effect.

                   IN WITNESS WHEREOF, the Company and Participating Trust
Trustees and the Trustee have caused this Second Amendment to be executed by
their respective duly authorized officers on the date set forth below.



                                       Company: SBC COMMUNICATIONS INC.

Attest:
                                                By:  /s/ D.E. Kiernan
                                                     Its Senior Executive
                                                     Vice President and
                                                     Chief Financial Officer
/s/ Judith M. Sahm
Secretary

                                       Executed:  November 2, 1999

                                       Trustee:  BOSTON SAFE DEPOSIT AND TRUST
                                                 COMPANY

                                                 By:  /s/ Douglas M. Cook
Attest:                                               Its First Vice President


/s/ Kimberly A. Carr
Assistant Secretary                    Executed:  November 19, 1999






<PAGE>



                                    BOSTON SAFE DEPOSIT AND TRUST COMPANY as
                                    Participating Trust Trustee pursuant to the
                                    Trust Agreement for each of the following:

                                    o   SBC COMMUNICATIONS INC. SENIOR
                                        MANAGEMENT DEFERRED COMPENSATION PLAN
                                        OF 1988

                                    o   SBC COMMUNICATIONS INC. SENIOR
                                        MANAGEMENT DEFERRED COMPENSATION PLAN
                                        OF 1988 (EARLY PAYMENT OPTION)

                                    o   SBC COMMUNICATIONS INC. SENIOR
                                        MANAGEMENT DEFERRED COMPENSATION PLAN

                                    o   SBC COMMUNICATIONS INC. MANAGEMENT
                                        DEFERRED COMPENSATION PLAN OF 1988

                                    o   SBC COMMUNICATIONS INC. MANAGEMENT
                                        DEFERRED COMPENSATION PLAN

                                    o   SBC COMMUNICATIONS INC. COMPENSATION
                                        DEFERRAL PLAN

                                    o   SBC COMMUNICATIONS INC. SENIOR
                                        MANAGEMENT SUPPLEMENTAL RETIREMENT
                                        INCOME PLAN

                                    o   SBC COMMUNICATIONS INC. PENSION BENEFIT
                                        PLAN-NONBARGAINED PROGRAM (BENEFITS IN
                                        EXCESS OF CODE SECTION 415 LIMITATIONS)

                                    o   SBC COMMUNICATIONS INC. PENSION MAKE-UP
                                        DUE TO DEFERRED COMPENSATION
                                        PARTICIPATION

                                    o   RESTATED TRUST NO. 3 FOR PACIFIC TELESIS
                                        GROUP EXECUTIVE SUPPLEMENTAL PENSION
                                        BENEFITS

                                    By: /s/ Douglas M. Cook
                                        Its First vice President


Attest:

/s/ Kimberly A. Carr                Executed:  November 19, 1999
Assistant Secretary


<PAGE>




                                ACKNOWLEDGEMENTS



State of Texas          )
                        ) ss
County of Bexar         )

                  On this 1st day of November, in the year 1999, before me
personally came Donald E. Kiernan, to me known, who being by me duly sworn, did
depose and say that he is Senior Executive Vice President and Chief Financial
Officer of SBC Communications Inc., the corporation described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal was affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like authority.


                                          /s/ Linda J. Snoga
                                          Notary Public, State of Texas
                                          My Commission Expires
                                          January 21, 2002




<PAGE>



                                ACKNOWLEDGEMENTS

Commonwealth of Massachusetts)
                             ) ss
County of Middlesex          )

                  On this 19th day of November, in the year 1999, before me
personally came Douglas M. Cook, to me known, who being by me duly sworn, did
depose and say that he is First Vice President of Boston Safe Deposit and Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Trustee; that he knows the corporate seal of said corporation;
that the seal was affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



                                          /s/ Patricia S. Smith
                                          My Commission Expires
                                          May 10, 2002



<PAGE>


                                ACKNOWLEDGEMENTS


Commonwealth of Massachusetts)
                             ) ss
County of Middlesex          )


                  On this 19th day of November, in the year 1999, before me
personally came Douglas M. Cook, to me known, who, being by me duly sworn, did
depose and say that he is First Vice President of Boston Safe Deposit and Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to each Participating Trust
Trustee Agreement; that he knows the corporate seal of said corporation; that
the seal was affixed by authority of the Board of Directors of said corporation,
and that he signed his name thereto by like authority.

                                          /s/ Patricia S. Smith
                                          My Commission Expires
                                          May 10, 2002







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