SBC COMMUNICATIONS INC
SR. MANAGEMENT DEF. COMP. PROGRAM
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10e.htm
<DESCRIPTION>SR. MANAGEMENT DEF. COMP. PROGRAM
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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SBC Communications Inc.</FONT></p>










<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SENIOR
MANAGEMENT<br>DEFERRED
COMPENSATION PLAN</FONT></H1>


<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Effective For Units of Participation<br>
                                              Having a Unit Start Date Prior to<br>
                                                       January 1, 1988</FONT></p>






<p ALIGN=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Effective:&nbsp;&nbsp;&nbsp;&nbsp; January 1, 1984<br>
                                                      As amended through April 1, 2002</FONT></p>




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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF CONTENTS</FONT></H1>

<PRE>
Section 1      Statement of Purpose.                                                                   1

Section 2      Definitions.                                                                            1

      2.1      Administrative Committee.                                                               1
      2.2      Agreement.                                                                              1
      2.3      Annualized Total Unit Deferral Amount.                                                  1
      2.4      Beneficiary.                                                                            1
      2.5      Board.                                                                                  1
      2.6      Compensation.                                                                           1
      2.7      Deferral Amounts For All Units of Participation.                                        1
      2.8      Deferred Compensation Account.                                                          2
      2.9      Disability.                                                                             2
      2.10     Early Retirement.                                                                       2
      2.11     Election Form.                                                                          2
      2.12     Eligible Employee.                                                                      2
      2.13     Employee.                                                                               2
      2.14     Employer.                                                                               2
      2.15     Normal Retirement.                                                                      2
      2.16     Participant.                                                                            2
      2.17     Plan Year.                                                                              2
      2.18     Rotational Work Assignment Company.                                                     2
      2.19     SBC Communications Inc. Savings Plan for Salaried Employees.                            3
      2.20     Subsidiary.                                                                             3
      2.21     Total Unit Deferral Amount.                                                             3
      2.22     Unit Deferral Period.                                                                   3
      2.23     Unit of Participation.                                                                  3
      2.24     Unit Start Date.                                                                        3

Section 3      Administration of the Plan.                                                             3

      3.1      Administration of Plan.                                                                 3

Section 4      Participation.                                                                          4

      4.1      Election to Commence a Unit Of Participation.                                           4
      4.2      Termination Of Election.                                                                4

Section 5      Deferred Compensation.                                                                  4

      5.1      Deferred Compensation Account.                                                          4
      5.2      Total Unit Deferral Amount.                                                             4
      5.3      Employer Contribution.                                                                  5
      5.4      Vesting of Deferred Compensation Account.                                               5

Section 6      Benefits.                                                                               6

      6.1      Normal Retirement.                                                                      6
      6.2      Early Retirement.                                                                       7
      6.3      Termination Benefit.                                                                    9
      6.4      Pre-Retirement Survivor Benefit.                                                        10
      6.5      Additional Benefit.                                                                     10
      6.6      Survivor Spouse Benefit.                                                                10
      6.7      Disability.                                                                             10
      6.8      Emergency Benefit.                                                                      12
      6.9      Withholding; Unemployment Taxes.                                                        12
      6.10     Commencement of Payments.                                                               12
      6.11     Change in Status.                                                                       12
      6.12     Transfer to RWAC.                                                                       13
      6.13     Leave of Absence.                                                                       13
      6.14     Ineligible Participant.                                                                 14

Section 7      Beneficiary Designation.                                                                14

Section 8      Termination, Amendment.                                                                 15

      8.1      Employer's Right to Terminate Plan.                                                     15
      8.2      Amendment.                                                                              15

Section 9      Miscellaneous.                                                                          16

      9.1      Unsecured General Creditor.                                                             16
      9.2      Trust Fund.                                                                             16
      9.3      Obligations to Employer.                                                                16
      9.4      Nonassignability.                                                                       16
      9.5      Employment Not Guaranteed.                                                              17
      9.6      Protective Provisions.                                                                  17
      9.7      Gender, Singular and Plural.                                                            17
      9.8      Waiver of Benefits.                                                                     17
      9.9      Captions.                                                                               17
      9.10     Applicable Law.                                                                         17
      9.11     Validity.                                                                               17
      9.12     Notice.                                                                                 18
      9.13     Termination With Retirement Eligibility/Involuntary Termination.                        20
      9.14     Termination under EPR                                                                   21
 </PRE>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Management<br>Deferred Compensation Plan</FONT></p>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 <U>Statement of Purpose</U>. The purpose of the Senior Management Deferred
Compensation Plan is to provide retirement, death, or termination-of-employment
benefits to a select group of highly compensated or management employees
consisting of Senior Managers of SBC Communications Inc. (the
&#147;Company&#148;) and its Subsidiaries (&#147;Participating Companies&#148;).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <U>Definitions</U>. For the purposes of this Plan,
the following words and phrases shall have the meanings indicated, unless the context clearly indicates
otherwise: </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Administrative Committee</u>.  &#147;Administrative Committee&#148; means a committee of three or more members, at least
                  one of whom is a Senior Manager, who shall be designated by the Senior Vice President-Human Resources to
                  administer the Plan pursuant to Section 3.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Agreement</u>.  "Agreement" means the written agreement entitled &#147;Senior Management Deferred Compensation Plan
                  Agreement&#148; (substantially in the form attached to this Plan) that shall be entered into by the Employer and
                  a Participant with respect to each Unit of Participation to carry out the Plan with respect to such
                  Participant.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.3</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Annualized Total Unit Deferral Amount</u>.  The &#147;Annualized Total Unit Deferral Amount&#148; means the Total Unit
                  Deferral Amount divided by eight years.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.4</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Beneficiary</u>. &#147;Beneficiary&#148; means the person or persons designated as such in accordance with Section 7.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.5</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Board</u>.  &#147;Board&#148; means the Board of Directors of SBC Communications Inc.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.6</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Compensation</u>.  &#147;Compensation&#148; means the Participant&#146;s monthly base salary as of the Participant&#146;s Unit
                  Start Date, but before reduction for compensation deferred pursuant to this Plan or any Plan of the
                  Employer whereby compensation is deferred including but not limited to a plan whereby compensation is
                  deferred in accordance with Section 401(k) of the Internal Revenue Code.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.7</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Deferral Amounts For All Units of Participation</u>. &#147;Deferral Amounts for all Units of Participation&#148; means
                  the aggregate amount of Compensation deferred in a given calendar year with respect to all Units of
                  Participation as specified in Exhibit A of a Participant&#146;s Agreements.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.8</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Deferred Compensation Account</u>.  &#147;Deferred Compensation Account&#148; means the account maintained on the books
                  of account of the Employer for each Participant pursuant to Section 5.1.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.9</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Disability</u>. &#147;Disability&#148; means a disability as defined in the SBC Communications Inc. Sickness and Accident
                  Disability Benefit Plan and the SBC Communications Inc. Senior Management Long Term Disability Plan
                  covering the Participant.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.10</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Early Retirement</u>.  &#147;Early Retirement&#148; means the termination of a Participant's employment with Employer for
                  reasons other than death on or after Participant attains age 55.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.11</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Election Form</u>.  The &#147;Election Form&#148; means an Eligible Employee&#146;s written election to
participate in the Plan with respect to each Unit of Participation in accordance with Section 4.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.12</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Eligible Employee</u>.  &#147;Eligible Employee&#148; means an Employee of the Employer who (a) is in active service, (b)
                  has an employment status which has been approved by the Board or its Chairman to be eligible to participate
                  in this Plan, and (c) who continuously maintains the employment status upon which such approval was based.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.13</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Employee</u>. &#147;Employee&#148; means any person employed by the Employer on a regular full-time salaried basis.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.14</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Employer</u>.  &#147;Employer&#148; means SBC Communications Inc. and any of its Subsidiaries.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.15</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Normal Retirement</u>.  &#147;Normal Retirement&#148; means termination of a Participant's employment with Employer for
                  reasons other than death on or after the date Participant attains age 65.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.16</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Participant</u>.  &#147;Participant&#148; means an Eligible Employee who has entered into an Agreement to participate in
                  the Plan in accordance with the provisions of Section 4.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.17</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <u>Plan Year</u>.  &#147;Plan Year&#148; means the calendar year.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Rotational Work Assignment Company (&#147;RWAC&#148;)</u> shall mean Bell Communications Research, Inc. (&#147;Bellcore&#148;),
                  formerly the Central Services Organization, Inc., and/or any other entity with which SBC Communications
                  Inc. or any of its Subsidiaries may enter into an agreement to provide an employee for a rotational work
                  assignment.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.19</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>SBC Communications Inc. Savings Plan for Salaried. Employees</u>.  &#147;SBC Communications Inc. Savings Plan for Salaried
                  Employees&#148; means the SBC Communications Inc. Savings Plan for Salaried Employees and any successor plan
                  adopted by the Employer.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.20</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Subsidiary</u>.  A &#147;Subsidiary&#148; of the Company is any corporation, partnership, venture or other entity in
                  which the Company has, either directly or indirectly, at least a 10% ownership interest.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.21</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Total Unit Deferral Amount</u>.  &#147;Total Unit Deferral Amount&#148; means the sum of all amounts of Compensation
                  deferred during the Unit Deferral Period with respect to a Unit of Participation, as shown in Exhibit A of
                  Participant&#146;s Agreement for that Unit of Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.22</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Unit Deferral Period</u>.  &#147;Unit Deferral Period&#148; means the number of months the Participant elects to reduce
                  his Compensation with respect to a Unit of Participation, as shown in Exhibit A of Participant&#146;s Agreement
                  for that Unit of Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.23</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Unit of Participation</u>.  A &#147;Unit of Participation&#148; consists of a stated Total Unit Deferral Amount and
                  associated Employer contributions which provide stated benefits in accordance with the Participant&#146;s
                  Agreement for that Unit of Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.24</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                  <u>Unit Start Date</u>.  &#147;Unit Start Date&#148; means the date shown in Exhibit A of a ParticipantW&#146;s Agreement for a given Unit of
                  Participation which follows an Eligible Employee&#146;s election to commence a Unit of Participation under the
                  Plan.  For years subsequent to the first year as an Eligible Employee, the Unit Start Date will be January
                  1, unless the Administrative Committee, in its sole discretion deems that another date is allowable.  A
                  Unit of Participation may not commence if the employee cannot complete eight (8) years of participation
                  prior to age 65, unless otherwise permitted by the Administrative Committee.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 3</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Administration of the Plan</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Administration of Plan</U>. The Administrative Committee shall be the sole
administrator of the Plan and will administer the Plan, interpret, construe and
apply its provisions in accordance with its terms. The Administrative Committee
shall further establish, adopt or revise such rules and regulations as it may
deem necessary or advisable for the administration of the Plan. All decisions of
the Administrative Committee shall be final and binding unless the Board of
Directors should determine otherwise. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 4</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Participation</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Election to Commence a Unit Of Participation</U>. Any Eligible Employee may
elect to commence deferral of Compensation with respect to a Unit of
Participation in the Plan by filing a completed Election Form with the
Administrative Committee prior to the beginning of the Unit Start Date. Pursuant
to said Election Form, the Eligible Employee shall elect a Total Unit Deferral
Amount and a Unit Deferral Period to be specified in Exhibit A of
Participant&#146;s Agreement with respect to such Unit. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
Deferral Amount For All Units of Participation cannot exceed one hundred percent
(100%) of Compensation during any calendar year. In order to participate in the
Plan, a Participant must defer a minimum of six percent (6%) of his Compensation
at the time of commencement of his first Unit of Participation in the Plan.
Subsequent additional Units of Participation require a minimum annual
Participant deferral of $1,000. The sum of the Participant&#146;s contributions,
if any, to the Southwestern Bell Savings Plan for Salaried Employees plus the
Annualized Total Unit Deferral Amounts for all Units of Participation in a given
year may not exceed thirty percent (30%) of a Participant&#146;s Compensation
for that year.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Termination Of Election</U>. A Participant&#146;s election to defer
Compensation is irrevocable upon the filing of his Election Form with the
Administrative Committee, provided, however, that the election may be terminated
with respect to Compensation not yet paid by mutual agreement in writing between
the Participant and the Administrative Committee. Such termination if approved
shall be effective beginning the first day of the month following the execution
of such mutual agreement. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 5</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Deferred Compensation</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Deferred Compensation Account</U>. The Administrative Committee shall
establish and maintain a separate Deferred Compensation Account for each
Participant for each Unit of Participation. Each of a Participant&#146;s
Deferred Compensation Accounts will be credited from time to time with interest
on the balance compounded at an eight percent (8%) annual rate. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Total Unit Deferral Amount</U>. The Participant&#146;s Total Unit Deferral
Amount is deferred in equal amounts on a monthly basis over the Unit Deferral
Period or as otherwise may be permitted by the Administrative Committee. The
amount deferred each month with respect to a given Unit of Participation shall
be credited by the Employer to the Participant&#146;s Deferred Compensation
Account for that Unit of Participation on the last day of such month. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
Participant will be permitted to complete deferrals of the Total Unit Deferral
Amount on an accelerated basis over a shorter period than the original Unit
Deferral Period at such times and in such manner as may be permitted by the
Administrative Committee. In this connection the Administrative Committee may
permit a Participant to defer an additional amount or percent of his
Compensation and/or all or a portion of his Short Term Incentive Award, subject
to the limitations contained in Section 4.1. Any acceleration in deferrals by a
Participant with respect to a given Unit of Participation shall not increase the
Total Unit Deferral Amount and shall not cause any change in the amounts of the
benefits payable pursuant to Section 6 on account of such Unit of Participation
or any change in the maximum Employer Contribution pursuant to Section 5.3 for
the year, but shall be applied proportionally as a credit against the Total Unit
Deferral Amount and Equivalent Employer Contribution Shortfall and shorten the
length of the Unit Deferral Period for such Unit of Participation. In no event
shall any such increase in deferrals by a Participant result in any reduction in
the amounts by which the Participant&#146;s Compensation is reduced in
subsequent years pursuant to Exhibit A to the Participant&#146;s Agreement with
respect to such Unit of Participation prior to completion of deferral of the
Total Unit Deferral Amount for such Unit of Participation. Equivalent Employer
Contribution Shortfall shall mean an amount equal to the Employer Contribution
that would be associated with the accelerated deferral if said deferral amount
was deferred in the manner as originally agreed upon as timely. Amounts credited
against Equivalent Employer Contribution Shortfall shall be immediately vested.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.3</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Employer Contribution</U>. Participation in this Plan does not preclude
participation in the SBC Communications Inc. Savings Plan for Salaried
Employees. For a given year, the aggregate Employer contribution to both the
Savings Plan for Salaried Employees and this Plan on behalf of a Participant
will be an amount equal to the Company Match Rate Expressed as a Percent* as in
effect during all or portions of that year times the Participant&#146;s
Compensation as in effect during all or portions of that year which is
contributed or deferred during that year in accordance with each Plan,
respectively. Any amount of Employer contribution not allocated to the Savings
Plan for Salaried Employees will be credited to the Participant&#146;s Deferred
Compensation Accounts. The amount or percent of a Participant&#146;s
Compensation to be allocated to Basic Allotments in the Savings Plan for
Salaried Employees shall be specified in Paragraph 3 of his Agreement. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.4</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Vesting of Deferred Compensation Account</U>. A Participant&#146;s interest
in his Deferred Compensation Account shall vest at the same rate and in the same
manner as it would under the SBC Communications Inc. Savings Plan for Salaried
Employees, as in effect from time to time, had both the amount of the
Participant&#146;s Deferral Amount and the Employer contribution with respect to
that Participant&#146;s Deferral Amount for any given Unit of Participation been
contributed instead to the Savings Plan for Salaried Employees. For this purpose
all years of previous participation under the Savings Plan for Salaried
Employees, for purposes of determining a Participant&#146;s vested interest
under that Plan, shall be taken into account in determining the
Participant&#146;s vested interest under this Plan. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>* The Company Match Rate Expressed as a Percent means the maximum percent of
salary that can be received as Employer matching contribution under the
SBC Communications Inc. Savings Plan for Salaried Employees, e.g., a
match of 66 2/3% of the amount of basic allotment (up to 6%) of salary results
in a Company Match Rate Expressed as a Percent of .667 x 6% = 4%.</B></FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 6</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Benefits</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Normal Retirement</U>. Upon Normal Retirement, Employer shall pay to
Participant the amount per month specified in Paragraph 6 of his Agreement for a
period of one hundred eighty (180) months (&#147;Standard Retirement
Benefit&#148;). Alternatively, a Participant may elect to receive the present
value equivalent of his Standard Retirement Benefit (&#147;Alternative
Retirement Benefit&#148;). He may elect in his Agreement to receive this
Alternative Retirement Benefit as (i) a lump sum payment, (ii) sixty (60)
monthly installments, or (iii) one hundred twenty (120) monthly installments.
Any such election once made shall be irrevocable. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding
the foregoing, a Participant may elect in his Agreement to defer the time by
which he is required to elect the manner of payment of any Alternative
Retirement Benefit until no later than the last day of the calendar year
preceding the calendar year in which Normal Retirement takes place. Any such
deferred election must be made in writing to the Administrative Committee. If a
Participant&#146;s Agreement fails to show an election of a manner of payment of
an Alternative Retirement Benefit, or if the Participant, having chosen to defer
his election, fails to make a timely election, such Participant will receive the
Standard Retirement Benefit upon his Normal Retirement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In
the event that a final determination shall be made by the Internal Revenue
Service or any court of competent jurisdiction that by reason of Normal
Retirement a Participant has recognized gross income for Federal Income tax
purposes in excess of the Standard or Alternative Retirement Benefit actually
paid by the Employer to which such gross income is attributable, the Employer
shall deem the Participant to have elected a lump sum payment of his Alternative
Retirement Benefit effective as of his Normal Retirement. Under these
circumstances, the Employer shall pay to the Participant in one lump sum, within
sixty (60) days of such final determination, an amount equal to the excess of
(a) the lump sum Alternative Retirement Benefit that would have been payable to
the Participant had the Participant so elected such an Alternative Retirement
Benefit in his Agreement plus interest thereon of 10% per annum, compounded
annually, from a Participant&#146;s Normal Retirement until receipt of such lump
sum payment, less (b) any amounts of Standard or Alternative Retirement Benefit
theretofore paid to such Participant plus interest thereon at 10% per annum,
compounded annually from the date of receipt of each such amount to the date a
Participant received such lump sum payment. If a benefit is payable to a
Participant pursuant to this paragraph, no other Standard or Alternative
Retirement Benefit shall be payable under the Plan.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant who is entitled to either a Standard or Alternative Retirement
Benefit dies after his Normal Retirement, his Beneficiary shall be entitled to
receive the remaining installments, if any, of such Standard or Alternative
Retirement Benefit.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Early Retirement</U>. Upon Early Retirement after deferral of a
Participant&#146;s Total Unit Deferral Amount, Employer shall pay to Participant
commencing on the date he attains age sixty-five (65) the Standard or
Alternative Retirement Benefit as specified in Paragraphs 6 and 7 of his
Agreement. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A
Participant may elect in his Agreements to commence payment, following his Early
Retirement and completion of deferral of his Total Unit Deferral Amount, of any
Standard or Alternative Retirement Benefit at a date prior to the
Participant&#146;s attainment of age sixty-five (65), but no earlier than eight
years following the Unit Start Date. However, in such event, the amount of the
Standard Retirement Benefit shall be reduced by the result of multiplying (i)
fifty one-hundredths of one percent (0.50%) of such Early Retirement Benefit by
(ii) the number of whole and fractional months between the Participant&#146;s
age on the date of commencement of benefits and the date on which the
Participant will attain age sixty-five (65). The amount of any Alternative
Retirement Benefit payable pursuant to this paragraph shall be the actuarial
equivalent of the Standard Retirement Benefit payable pursuant to this
paragraph. Any such election in any Agreement once made shall be irrevocable.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding
the foregoing, a Participant may elect in his Agreement to defer the time by
which he is required to elect commencement of payment of Standard Retirement
Benefit or Alternative Retirement Benefit until no later than the last day of
the calendar year preceding the calendar year in which the Participant&#146;s
Early Retirement takes place. Any such deferred election must be made in writing
to the Administrative Committee. If a Participant&#146;s Agreements fail to show
an election as to timing of commencement of payment of a Standard or Alternative
Early Retirement Benefit, or if the Participant, having chosen to defer his
election, fails to make a timely election, such Participant&#146;s Standard or
Alternative Retirement Benefit, if any, shall commence as of the date he reaches
age sixty-five (65) in accordance with the first paragraph of this Section 6.2.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In
the event that a final determination shall be made by the Internal Revenue
Service or any court of competent jurisdiction that by reason of Early
Retirement a Participant has recognized gross income for Federal income tax
purposes prior to the actual payment to such Participant of the Standard or
Alternative Retirement Benefit to which such gross income is attributable, the
Employer shall deem the Participant to have elected a Standard or Alternative
Retirement Benefit commencing on the date as of which such Participant is
determined to have recognized his first payment of Standard or Alternative
Retirement Benefit. Under these circumstances, the Employer shall pay to the
Participant in one lump sum within sixty (60) days following such final
determination an amount equal to the sum of (a) the excess of (i) the aggregate
of the payments that would have been made to the Participant through such date
had the Participant so elected such a Standard or Alternative Retirement Benefit
over (ii) any amounts of Standard or Alternative Retirement Benefits theretofore
paid to such Participant and (b) 10% per annum interest, compounded annually, on
such payments from the date each would otherwise have been made had such
Standard or Alternative Retirement Benefit been elected until the date of actual
payment. Thereafter, the Employer shall pay to the Participant the remaining
installments of Standard or Alternative Retirement Benefit in accordance with
the deemed Standard or Alternative Retirement Benefit election described in the
preceding two sentences. If a benefit is payable to a Participant pursuant to
this paragraph, no other Standard or Alternative Retirement Benefit shall be
payable under the Plan.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant dies subsequent to commencement of payment of a Standard or
Alternative Retirement Benefit, his Beneficiary shall be entitled to receive the
remaining installments of Standard or Alternative Retirement Benefit, if any.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant dies after his Early Retirement or eligibility for Early
Retirement and after his eligibility to commence payments of his Standard or
Alternative Retirement Benefit, his Beneficiaries will receive his Standard or
Alternative Retirement Benefit as if payments had commenced on the date of the
Participant&#146;s death.</FONT></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant dies after his Early Retirement or eligibility for Early
Retirement but prior to is eligibility to commence payments of his Standard or
Alternative Retirement Benefit, his Beneficiaries will receive a Pre-Retirement
Survivor Benefit in accordance with Section 6.4.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.3</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Termination Benefit</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>a.</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                          Termination of Employment Before Attaining Age 55 or After Attaining Age 55 but Prior To Completion
                          of Deferral of Total Unit Deferral Amount.  Upon any termination of employment of the Participant
                          for reasons other than death before the Participant attains age fifty-five (55), or after the
                          Participant attains age fifty-five (55) but before the Participant completes deferral of his Total
                          Unit Deferral Amount, the Company shall pay to the Participant, with respect to each Unit of
                          Participation if Participant terminates employment before attaining age fifty-five (55), or with
                          respect to each Unit of Participation for which deferrals have not been completed if Participant
                          terminates employment after attaining age fifty-five (55) but before completing deferral of his
                          Total Unit Deferral Amount, as Compensation earned for services rendered prior to his termination
                          of service, a lump sum equal to the vested portion of the amounts standing credited to his Deferred
                          Compensation Account as of the date of such termination of service (&#147;Termination Benefit&#148;).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>b.</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                          <u>Termination of a Unit of Participation</u>.  A Participant may discontinue a Unit of Participation
                          while continuing in the service of the Employer. Notwithstanding any other provision of the Plan,
                          upon such discontinuance, the Participant shall immediately cease to be eligible for any benefits
                          other than his Termination Benefit with respect to that Unit of Participation.  No other benefit
                          shall be payable with regard to his Unit of Participation to either the Participant or any
                          Beneficiary of such Participant.  The Participant shall continue to be credited with interest on
                          the amounts standing credited to his Deferred Compensation Accounts as provided under Section 5.1
                          and to vest in such amounts as provided under Section 5.4 while he remains in employment with the
                          Employer until payment of his Termination Benefit.  However, no further Participant deferrals or
                          Employer contributions shall be made pursuant to Sections 5.2 or 5.3 with respect to a Unit of
                          Participation after a Participant discontinues or terminates such Unit of Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Participant shall terminate a Unit of Participation if he terminates his
election to defer Compensation with the approval of the Administrative Committee
pursuant to Section 4.2.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.4</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Pre-Retirement Survivor Benefit</U>. If the Participant dies prior to his
eligibility for Early Retirement while in service with the Employer, the
Employer shall pay to the Participant&#146;s Beneficiary the amount per month
specified in paragraph 5 of his Agreement for the greater of one hundred twenty
(120 months or the number of months from the date of Participant&#146;s death
until he would have been age 65 (&#147;Pre-Retirement Survivor Benefit&#148;). </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.5</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Additional Benefit</U>. The reduction of any benefit payable under the SBC
Communications Inc. Management Pension Plan, which results from participation in
this Plan, will be restored as an additional benefit under this Plan or any
other comparable deferral plan. The Company shall have the option to pay in a
lump sum the present value equivalent of the pension retirement benefit (life
annuity). </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.6</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Survivor Spouse Benefit</U>. If a Participant dies subsequent to eligibility
to commence payment of a Standard or Alternative Retirement Benefit, and has a
surviving spouse, the Employer shall pay to the spouse commencing on the later
of (a) the sixteenth (16th) year after commencement of payment of any Standard
or Alternative Retirement Benefit or (b) the first of the month following the
Participant&#146;s death, an amount per month for the life of the spouse equal
to sixty-six and two-thirds percent (66-2/3%) of the Standard Retirement
Benefit. If the spouse is more than three (3) years younger or older than the
Participant on the date of Participant&#146;s death, the amount of such benefit
shall be actuarially adjusted based on standard mortality tables. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.7</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Disability</U>. In the event that a Participant suffers a Disability, amounts
that otherwise would have been credited to the Deferred Compensation Accounts of
the Participant in accordance with Sections 5.2 and 5.3 will continue to be
credited to such Deferred Compensation Accounts at the same times and in the
same amounts as they would have been credited if the Participant had not
suffered a Disability. During such Disability, deferrals shall continue to be
made by the Participant in accordance with Section 5.2 for as long as he is
eligible to receive monthly disability benefits equal to 100 percent of his
monthly base salary at the time of his Disability. If the Participant is no
longer eligible to receive monthly disability benefits equal to 100 percent of
his monthly base salary at the time of his Disability, the deferrals which would
otherwise have been made by the Participant in accordance with Section 5.2 shall
be contributed by the Employer. Employer contributions shall continue to be made
by the Employer in accordance with Section 5.3. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
the Participant recovers from his Disability and returns to employment with the
Employer in an employment status which would make him eligible to participate in
this Plan or another similar Deferred Compensation Plan of the Employer, the
Participant shall resume making deferrals in accordance with Section 5.2 and
shall thereafter repay any amounts which were previously contributed by the
Employer in lieu of deferrals which would otherwise have been made by the
Participant in accordance with Section 5.2. Such repayment shall be made
following the end of the Unit Deferral Period in monthly amounts equal to the
Amount Deferred per Month during the Unit Deferral Period as shown on Exhibit A,
or such larger amounts as the Participant may elect. The amounts to be repaid by
the Participant shall be equal to the amounts contributed by the Employer which
would otherwise have been deferred by the Employee pursuant to Section 5.2,
compounded at an eleven percent (11%) annual rate on all such amounts from the
date of crediting such amounts to the Participant&#146;s Deferred Compensation
Account until repaid.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All
Participant deferrals and Employer contributions shall cease upon the happening
of the earliest of the following:</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100%  CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</font></td>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Participant's death;</font></td>
</tr>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</font></td>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Participant's attainment of age 65; or</font></td>
</tr>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</font></td>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Participant's election to take Early Retirement under the Plan.</font></td>
</tr>
</table>
<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant&#146;s Disability terminates by reason of his death, the rights of
his Beneficiary shall be those pursuant to whichever of Section 6.1, 6.2, 6.4,
6.5, or 6.6 would have been applicable if the Participant had not been disabled
but rather had been in service on the date of his death and either died or
retired on such date, whichever would be most advantageous to such Beneficiary.
If a Participant&#146;s Disability terminates by reason of (b) above, the
Participant shall be treated as having a Normal Retirement upon the attainment
of age 65 and shall be entitled to a Normal Retirement Benefit determined
pursuant to Section 6.1, subject to reduction as provided below in the following
paragraph. If a Participant&#146;s Disability terminates by reason of (c) above,
the Participant shall be treated as having an Early Retirement on the date
elected by the Participant and shall be entitled to an Early Retirement Benefit
determined pursuant to Section 6.2, subject to reduction as provided below in
the following paragraph.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A
reduction shall be made in the Normal Retirement or Early Retirement Benefit
paid to the Participant or his Beneficiary, with respect to any Unit of
Participation for which a portion of the Total Unit Deferral Amount required
under Section 5.2 has been contributed by the Employer rather than from
deferrals by the Employee, unless such amount has been repaid by the Employee as
described in the second paragraph of this Section 6.7. Each payment of the
Normal or Early Retirement Benefit shall be reduced by the amount necessary to
amortize over such payments an amount equal to the sum of (i) the amounts
contributed by the Employer which would otherwise have been deferred by the
Employee pursuant to Section 5.2 plus (ii) the amounts contributed by the
Employer pursuant to Section 5.3 which are matching contributions based on
amounts described in (i) above, compounded at an eleven percent (11%) annual
rate on all such amounts from the date of crediting such amounts to the
Participant&#146;s Deferred Compensation Account until deducted from amounts
paid to the Participant.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.8</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Emergency Benefit</U>. In the event that the Administrative Committee, upon
written petition of the Participant, determines in its sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the Employer
shall pay to the Participant, as soon as practicable following such
determination, an amount necessary to meet the emergency not in excess of the
Termination Benefit to which the Participant would have been entitled pursuant
to Section 6.3 if he had a termination of service on the date of such
determination (the &#147;Emergency Benefit&#148;). For purposes of this Plan, an
unforeseeable financial emergency is an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal, or other such unforeseeable
occurrence. Cash needs arising from foreseeable events such as the purchase of a
house or education expenses for children shall not be considered to be the
result of an unforeseeable financial emergency. The amount of the benefit
otherwise payable under Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6 or 6.7 shall
thereafter be actuarially adjusted to reflect the early payment of the Emergency
Benefit. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.9</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Withholding; Unemployment Taxes</U>. To the extent required by the law in
effect at the time payments are made, the Employer shall withhold from payments
made hereunder the minimum taxes required to be withheld by the federal or any
state or local government. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.10</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Commencement of Payments</U>. Except as otherwise provided in this Plan,
commencement of payments under this Plan shall begin sixty (60) days following
the event which entitles a Participant (or a Beneficiary) to payments under the
Plan, or at such earlier date as may be determined by the Administrative
Committee. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.11</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Change in Status</U>. In the event of a change in the employment status of a
Participant to a status in which he is no longer an eligible employee under this
Plan, but is an eligible employee under the Management Deferred Compensation
Plan or another similar deferred compensation plan of the Employer, the
Participant and all of his Units of Participation under this Plan shall
automatically be transferred to such other deferred compensation plan for which
he is then an eligible employee, unless otherwise determined by the
Administrative Committee. In the event of any such transfer, the provisions of
the other deferred compensation plan to which the Participant transfers shall
thereafter determine the rights and benefits of the Participant with respect to
all of his Units of Participation, unless otherwise determined by the
Administrative Committee. The Employer may, but shall not be required to, enter
into revised Agreements with the Participant to carry out the provisions of this
Section. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.12</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Transfer to RWAC</U>. Effective August 1, 1990, if a Participant transfers to
a RWAC prior to completion of a Unit of Participation, deferrals which would
otherwise have been made by the Participant in accordance with Section 5.2 shall
continue to be made by the Employer until the Participant resumes employment
with the Employer but for a maximum period not to exceed 5 years. Contributions
which would have been made by the Employer in accordance with Section 5.3 shall
also continue to be made by the Employer during such period as Participant
contributions are continued in accordance with the preceding sentence. Benefits
applicable during the period of employment at a RWAC (not to exceed 5 years) and
the methods used for crediting the Deferred Compensation Account and repaying
amounts contributed by the Employer and reducing the Normal Retirement or Early
Retirement Benefit paid to the Participant or his Beneficiary shall be the same
as those applicable pursuant to Section 6.7 in the case of Disability, i.e.,
employment at a RWAC shall be deemed a Disability for the purpose of making
determinations pursuant to Section 6.7. If the Participant has not resumed
employment with the Employer or has not completed a Unit of Participation as
result of Employer Contributions within 5 years from date of transfer, a
Termination Benefit based on the amounts credited to the Participant&#146;s
Deferred Compensation Account at the date of transfer shall be paid upon
termination of employment with a RWAC or the expiration of such 5 year period
whichever is earlier. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.13</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Leave of Absence</U>. Effective January 1, 1985, if a Participant absents
himself from employment on a formally granted leave of absence (i.e., the
absence is with formal permission in order to prevent a break in the continuity
of the Employee&#146;s term of employment which permission is granted in
conformity with the rules of the Employer which employs the individual, as
adopted from time to time) prior to completion of a Unit of Participation,
deferrals which would otherwise have been made by the Participant in accordance
with Section 5.2 shall continue to be made by the Employer until the Participant
resumes employment with the Employer but for a maximum period not to exceed 6
months. Contributions which would have been made by the Employer in accordance
with Section&#160;5.3 shall also continue to be made by the Employer during such
period as Participant contributions are continued in accordance with the
preceding sentence. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Benefits
applicable during the leave of absence (not to exceed 6 months) and the methods
used for crediting the Deferred Compensation Account and repaying amounts
contributed by the Employer and reducing the Normal Retirement or Early
Retirement Benefit paid to the Participant or his Beneficiary shall be the same
as those applicable pursuant to Section 6.7 in the case of Disability, i.e., the
leave of absence shall be deemed a Disability for the purpose of making
determination pursuant to Section 6.7, except in the case of a political leave
(i.e., to campaign for or serve when elected to political office, to serve if
appointed to public office or for non-candidate employees to participate in
campaigns of candidates for political office) the only benefit payable if the
Participant dies during such leave shall be a Termination Benefit based on the
amounts credited to the Participant&#146;s Deferred Compensation Account on the
date of commencement of the leave which shall be payable to the
Participant&#146;s Beneficiary. If the Participant has not resumed employment
with the Employer within 6 months from the commencement of the leave of absence,
a Termination Benefit based on the amounts credited to the Participant&#146;s
Deferred Compensation Account at the commencement of the leave of absence shall
be paid to the Participant.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section
6.7 of this Plan and not this Section 6.13 shall apply with respect to any
period during which a Participant is suffering a Disability and such period of
Disability shall not be included under this Section 6.13 as a portion of a
period of leave of absence.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.14</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Ineligible Participant</U>. Notwithstanding any other provisions of this Plan
to the contrary, if any Participant is determined not to be a &#147;management
or highly compensated employee&#148; within the meaning of the Employee
Retirement Income Security act of 1974, as amended (ERISA) or Regulations
thereunder, such Participant will not be eligible to participate in this Plan
and shall receive an immediate lump sum payment equal to the vested portion of
the amounts standing credited to his Deferred Compensation Accounts with
interest on the balance compounded at an eight percent (8%) annual rate. Upon
such payment no survivor benefit or other benefit shall thereafter by payable
under this Plan either to the Participant or any Beneficiary of the Participant,
except as provided under Section 6.5. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 7</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Beneficiary Designation</u>.  Each
Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary or Beneficiaries
(both primary as well as contingent) to whom payment under this Plan shall be
made in the event of his death prior to complete distribution to Participant of
the benefits due him under the Plan. Each Beneficiary designation shall become
effective only when filed in writing with
the Administrative Committee during the Participant&#146;s lifetime on a form
prescribed by the Administrative Committee with written acknowledgment of
receipt.</FONT></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
filing of a new Beneficiary designation form will cancel all Beneficiary
designations previously filed. The spouse of a married Participant domiciled in
a community property jurisdiction shall join in any designation of Beneficiary
or Beneficiaries other than the spouse.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If
a Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant&#146;s benefits, then the Administrative
Committee shall direct the distribution of such benefits to the
Participant&#146;s estate.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 8</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Termination, Amendment</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Employer&#146;s Right to Terminate Plan</U>. The Board may at any time
terminate the Plan. Termination of the Plan shall mean that (1) Base Salary
shall prospectively cease to be deferred with respect to all Units of
Participation for the then Plan Year and thereafter; and (2) all then currently
existing Units of Participation shall be treated as follows: </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The
Participant&#146;s Deferred Compensation Accounts shall be 100% vested. The
Participant shall receive or continue to receive all benefits under this Plan at
such time as provided in and pursuant to the terms and conditions of his
Agreement(s) and as described in this Plan, provided however, any benefits
payable under a Unit of Participation that is not completed due to a termination
of the Plan under this Section 8.1 shall be prorated based upon the amount in
the Deferred Compensation Account for that Unit of Participation as of said Plan
termination divided by the Total Unit Deferral amount for that Unit of
Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Amendment</U>. The Board may at any time amend the Plan in whole or in part,
provided however, that no amendment, including an amendment to this Section 8,
shall be effective, without the written consent of a Participant, to alter, to
the detriment of such Participant, the benefits described in this Plan as
applicable to a Unit of Participation of the Participant or to decrease amounts
standing credited to such Participant&#146;s Deferred Compensation Accounts
under the Plan. For purposes of this Section 8.2, an alteration to the detriment
of a Participant shall mean a reduction in the period of time over which
benefits are payable under a Participant&#146;s Agreement, subject however to
the pro-ration provisions of Section 8.1 hereof, or any change in the form of
benefits payable to a Participant under the Participant&#146;s Agreement.
Written notice of any amendment shall be given to each Participant. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 9</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Miscellaneous</u>.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.1</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Unsecured General Creditor</U>. Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest, or
claims in any property or assets of Employer, nor shall they be Beneficiaries
of, or have any rights, claims, or interests in any life insurance policies,
annuity contracts, or the proceeds therefrom owned or which may be acquired by
Employer (&#147;Policies&#148;). Any such Policies or other assets of Employer
shall not be held under any trust for the benefit of Participants, their
Beneficiaries, heirs, successors, or assigns, or held in any way as collateral
security for the fulfilling of the obligations of Employer under this Plan. Any
and all of the Employer&#146;s assets and Policies shall be, and remain, the
general, unpledged, unrestricted assets of Employer. Employer&#146;s obligation
under the Plan shall be merely that of an unfunded and unsecured promise of
Employer to pay money in the future. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.2</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Trust Fund</U>. The Employer shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Company may establish
one or more trusts, for the purpose of providing for the payment of such
benefits. Such trust or trusts may be irrevocable, but the assets thereof shall
be subject to the claims of the Employer&#146;s creditors. To the extent any
benefits provided under the Plan are actually paid from any such trust, the
Employer shall have no further obligation with respect thereto, but to the
extent not so paid, such benefits shall remain the obligation of and shall be
paid by, the Employer. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.3</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Obligations to Employer</U>. If a Participant becomes entitled to a
distribution of benefits under the Plan, the Employer may offset against the
amount of benefits otherwise distributable any claims to reimbursement for
intentional wrongdoing by the Participant against the Employer or an affiliate.
Such determination shall be made by the Administrative Committee. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.4</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Nonassignability</U>. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant&#146;s or any
other person&#146;s bankruptcy or insolvency. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.5</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Employment Not Guaranteed</u>.
Nothing contained in this Plan nor any action taken hereunder shall be construed as a contract of
employment or as giving any Employee any right to be retained in the employ of
the Employer or to serve as a director.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.6</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Protective Provisions</U>. A Participant will cooperate with the Employer by
furnishing any and all information requested by the Employer, in order to
facilitate the payment of benefits hereunder, taking such physical examinations
as the Employer may deem necessary and taking such other relevant action as may
be requested by the Employer. If a Participant refuses so to cooperate, the
Employer shall have no further obligation to the Participant under the Plan. If
a Participant commits suicide during the two-year period beginning on the Unit
Start Date for a given Unit of Participation or if the Participant makes any
material misstatement of information or non-disclosure of medical history, then
no benefits will be payable with respect to that Unit of Participation to such
Participant or his Beneficiary, or in the Employer&#146;s sole discretion,
benefits may be payable in a reduced amount. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.7</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Gender, Singular and Plural</U>. All pronouns and any variations thereof
shall be deemed to refer to the masculine or feminine, as the identity of the
person or persons may require. As the context may require, the singular may be
read as the plural and the plural as the singular. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.8</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Waiver of Benefits</U>. No benefit shall be payable under the provisions of
this Plan with respect to any Participant who is or was a member of a group of
employees designated by an Employer as eligible to waive such benefit if such
Participant has waived such benefit under this Plan unless the Employer by which
such Participant is or was last employed has authorized the revocation of such
waiver and such Participant has revoked such waiver. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.9</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Captions</U>. The captions of the articles, sections, and paragraphs of this
Plan are for convenience only and shall not control nor affect the meaning or
construction of any of its provisions. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.10</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <u>Applicable Law</u>.  This Plan shall
be governed and construed in accordance with the laws of the State of Missouri.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.11</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Validity</U>. In the event any provision of this Plan is held invalid, void,
or unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.12</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Notice</U>. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the
Employer, directed to the attention of the Vice President-Human Resources of the
Employer. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.13</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Termination With Retirement Eligibility/Involuntary Termination</u>.
Notwithstanding any other provisions of the Plan, if after November 17, 1995, a
Participant&#146;s employment terminates before the Participant attains age
fifty-five, and if such termination is involuntary (which shall be deemed to
include termination by reason of death), and is for a reason other than for
cause (i.e., willful and gross misconduct on the part of the Participant that is
materially and demonstrably detrimental to the Company or any entity in which
the Company has at least a 50% ownership interest), and is on or after the date
Participant is within five years of being pension eligible, i.e., would be
within five years of being eligible to retire with a service pension under the
rules for service pension eligibility as in effect under the SBC Pension Benefit
Plan, and/or is a Senior Manager within five years of being eligible to retire
with an immediate pension based on the eligibility rules of the SBC Senior
Management Supplemental Retirement Income Plan, whether or not actually a
participant in either such plan, then the provisions of this Section 9.13 shall
govern and control with respect to the distribution of the Plan&#146;s benefits
if the benefits offered by this Section 9.13 are elected. In such case, the
Participant, or the Participant&#146;s Beneficiary(ies) if the
Participant&#146;s employment terminates by reason of the Participant&#146;s
death, may irrevocably elect in writing, in a Waiver Agreement, as described
below, filed with the Company, to waive the Termination Benefit or the
Pre-Retirement Survivor Benefit, as applicable, with respect to any or all Units
of Participation, and in lieu of said Benefit for any such Unit, receive an
&#147;Alternative Termination Benefit.&#148; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Such
Alternative Termination Benefit for a Unit shall be the Unit as described in the
Participant&#146;s Agreement, provided in accordance with and governed in all
respects by the terms of the Plan and said Agreement, except that the Plan and
Agreement shall be applied with respect to such Unit <U>as</U> <U>if</U> the
Participant had remained in employment and retired upon or after attaining age
fifty-five, regardless of Participant&#146;s actual termination date. For
purposes of applying the Plan and the Agreement, Normal Retirement shall be the
Participant&#146;s sixty-fifth birthday and Early Retirement shall be the date
specified by the Participant as Participant&#146;s Early Retirement date, which
date shall be specified at the time the Waiver Agreement, as described below, is
filed with the Company, and which date may be no earlier than Participant&#146;s
fifty-fifth birthday. In the event of Participant&#146;s death prior to age
fifty-five, the Alternative Termination Benefit for a Unit, whether such Benefit
was elected by the Participant or Participant&#146;s Beneficiary(ies), shall be
determined, as described below, by applying the Plan and Agreement with respect
to such Unit <U>as</U> <U>if</U> the Participant had died upon reaching age
fifty-five.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accordingly,
notwithstanding any other provisions of the Plan, for purposes of application of
this Section 9.13, in the event a Participant elects an Alternative Termination
Benefit in lieu of the Termination Benefit for a Unit, or a Beneficiary(ies)
elects to receive an Alternative Termination Benefit in lieu of a Pre-Retirement
Survivor Benefit for a Unit, survivor benefits for such Unit shall be determined
as follows: (a) If Participant dies on or after the date specified by
Participant as Participant&#146;s Early Retirement date, Participant&#146;s
Beneficiary(ies) shall receive the remaining installments of Participant&#146;s
retirement benefit; or (b) If Participant dies on or after age fifty-five but
prior to the date specified by Participant as Participant&#146;s Early
Retirement date, Participant&#146;s Beneficiary(ies) will receive survivor
benefits in accordance with the next to the last paragraph in Section 6.2, i.e.,
the provision of the Plan that would have applied had Participant&#146;s death
actually been an in service death which occurred upon or after attainment of age
fifty-five; or (c) If Participant&#146;s death occurs prior to age fifty-five,
Participant&#146;s Beneficiary(ies) will receive at such time as Participant
would have attained age fifty-five, survivor benefits in accordance with the
next to the last paragraph in Section 6.2, i.e., the provision of the Plan that
would have applied had Participant&#146;s death actually been an in service
death which occurred upon attainment of age fifty-five; and (d) Finally, the
benefit described in Section 6.6 shall apply commencing on the later of the
sixteenth year after commencement of payments pursuant to the Alternative
Termination Benefit or the first of the month following Participant&#146;s
death.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For
purposes of computing the Vested Benefits (as such term is used in rabbi trusts
(&#147;Trusts&#148;) established by the Company for the purpose of providing for
the payment of benefits under the Plan) corresponding to an Alternative
Termination Benefit, for all Trust purposes, including for purposes of
determining the Trust funding level applicable for such Alternative Termination
Benefit, the Participant shall be treated for each such Alternative Termination
Benefit Unit as if continuing in employment until age fifty-five if the
Participant dies before attaining age fifty-five or until the date of
Participant&#146;s death if Participant dies after attaining age fifty-five or
until reaching the Participant&#146;s Early Retirement date for such Unit as
selected by the Participant if Participant survives until such date, i.e., the
Trust funding for any such Unit and the security afforded</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Participant
or Participant&#146;s Beneficiary(ies) thereby shall be no different as a result
of this Section 9.13 than they would have been had Participant continued in
employment in the absence of this Section 9.13 and lived until at least age
fifty-five.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Waiver
of a Termination Benefit with respect to a Unit by a Participant, or of a
Pre-Retirement Survivor Benefit with respect to a Unit by a Beneficiary(ies),
and in either case, receipt of an Alternative Termination Benefit in lieu
thereof, shall be conditioned upon the agreement in writing by the Participant,
or Participant&#146;s Beneficiary(ies), as applicable, at the time of
Participant&#146;s termination of employment, to provisions substantially as
attached.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.14</font></TD>
<TD WIDTH=5%>&nbsp;</td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Termination Under EPR</U>. Notwithstanding any other provisions of the Plan,
if a Participant&#146;s employment terminates before the Participant attains age
fifty-five, and if such termination is as an EPR Terminee under the Enhanced
Pension and Retirement Program (&#147;EPR&#148;) of the SBC Pension Benefit
Plan-Nonbargained Program (&#147;SBC PBP&#148;) or as a Deceased Electing
Employee under EPR and is on or after the date Participant is within five years
of being pension eligible, i.e., would be within five years of being eligible to
retire with a service pension under the rules for service pension eligibility as
in effect under the SBC PBP, and/or is a Senior Manager within five years of
being eligible to retire with an immediate pension based on the eligibility
rules of the SBC Supplemental Retirement Income Plan, whether or not actually a
participant in either such plan, or a Participant who is age 55 or over
terminates employment under EPR, then the provisions of this Section 9.14 shall
govern and control with respect to the distribution of the Plan&#146;s benefits
if the benefits offered by this Section 9.14 are elected. In such case, the
Participant, or the Participant&#146;s Beneficiary(ies) if the
Participant&#146;s employment terminates by reason of the Participant&#146;s
death, may irrevocably elect in writing, in an EPR special election form
accompanied by a Waiver Agreement, as described below, filed with the Company,
to waive the Termination Benefit or the Pre-Retirement Survivor Benefit or the
Early Retirement Benefit, as applicable, with respect to any or all Units of
Participation, and in lieu of said Benefit for any such Unit, receive an
&#147;EPR Alternative Termination Benefit.&#148; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Such
an EPR Alternative Termination Benefit for a Unit shall be the Unit as described
in the Participant&#146;s Agreement, provided in accordance with and governed in
all respects by the terms of the Plan and said Agreement, except that the Plan
and Agreement shall be applied with respect to such Unit, in accordance with
Participant&#146;s special EPR election form applicable to such Unit, <U>as</U>
<U>if</U> the Participant had remained in employment and retired upon the
Participant&#146;s Early Retirement Date specified in his EPR special election
form applicable to such Unit of Participation, regardless of Participant&#146;s
actual termination date. For purposes of applying the Plan and the Agreement,
Normal Retirement shall be the Participant&#146;s sixty-fifth birthday and Early
Retirement shall be the date specified by the Participant as Participant&#146;s
Early Retirement date, which date shall be specified at the time the Waiver
Agreement, as described below, is filed with the Company, and which date may be
no earlier than Participant&#146;s fifty-fifth birthday. In the event of
Participant&#146;s death prior to age fifty-five, the EPR Alternative
Termination Benefit for a Unit, whether such Benefit was elected by the
Participant or Participant&#146;s Beneficiary(ies), shall be determined, as
described below, by applying the Plan and Agreement with respect to such Unit
<U>as</U> <U>if</U> the Participant had died upon or after reaching age
fifty-five.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accordingly,
notwithstanding any other provisions of the Plan, for purposes of application of
this Section 9.14, in the event a Participant elects an EPR Alternative
Termination Benefit in lieu of the Termination Benefit or the Early Retirement
Benefit for a Unit, or a Beneficiary(ies) elects to receive an EPR Alternative
Termination Benefit in lieu of a Pre-Retirement Survivor Benefit for a Unit, as
applicable, survivor benefits for such Unit shall be determined as follows: (a)
If Participant dies on or after the date specified by Participant as
Participant&#146;s Early Retirement date, Participant&#146;s Beneficiary(ies)
shall receive the remaining installments of Participant&#146;s retirement
benefit; or (b) If Participant dies on or after age fifty-five but prior to the
date specified by Participant as Participant&#146;s Early Retirement date,
Participant&#146;s Beneficiary(ies) will receive survivor benefits in accordance
with the next to the last paragraph in Section 6.2, i.e., the provision of the
Plan that would have applied had Participant&#146;s death actually been an in
service death which occurred upon or after attainment of age fifty-five; or (c)
If Participant&#146;s death occurs prior to age fifty-five, Participant&#146;s
Beneficiary(ies) will receive at such time as Participant would have attained
age fifty-five, survivor benefits in accordance with the next to the last
paragraph in Section 6.2, i.e., the provision of the Plan that would have
applied had Participant&#146;s death actually been an in service death which
occurred upon attainment of age fifty-five; and (d) Finally, the benefit
described in Section 6.6 shall apply commencing on the later of the sixteenth
year after commencement of payments pursuant to the EPR Alternative Termination
Benefit or the first of the month following Participant&#146;s death.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For
purposes of computing the Vested Benefits (as such term is used in rabbi trusts
(&#147;Trusts&#148;) established by the Company for the purpose of providing for
the payment of benefits under the Plan) corresponding to an EPR Alternative
Termination Benefit, for all Trust purposes, including for purposes of
determining the Trust funding level applicable for such EPR Alternative
Termination Benefit, the Participant shall be treated for each such EPR
Alternative Termination Benefit Unit as if continuing in employment until age
fifty-five if the Participant dies before attaining age fifty-five or until the
date of Participant&#146;s death if Participant dies after attaining age
fifty-five or until reaching the Participant&#146;s Early Retirement date for
such Unit as selected by the Participant if Participant survives until such
date, i.e., the Trust funding for any such Unit and the security afforded
Participant or Participant&#146;s Beneficiary(ies) thereby shall be no different
as a result of this Section 9.14 than they would have been had Participant
continued in employment in the absence of this Section 9.14 and lived until at
least age fifty-five.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Waiver
of a Termination Benefit or Early Retirement Benefit with respect to a Unit by a
Participant, or of a Pre-Retirement Survivor Benefit with respect to a Unit by a
Beneficiary(ies), as applicable, and receipt of an EPR Alternative Termination
Benefit in lieu thereof, shall be conditioned upon the agreement in writing by
the Participant, or Participant&#146;s Beneficiary(ies), as applicable, at the
time of Participant&#146;s termination of employment, to provisions
substantially as provided in Exhibit C, hereto.</FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER PAGE="sheet: 12; page: 12" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SBC COMMUNICATIONS INC.<br>
                                                      SENIOR MANAGEMENT<br>
                                             DEFERRED COMPENSATION PLAN AGREEMENT</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  THIS AGREEMENT is made and entered into at St. Louis, Missouri as of the 31st day of December, 1983, by and
         between SBC COMMUNICATIONS INC. (&#147;Company&#148;), and ____________________ (&#147;Senior Manager&#148;).</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  WHEREAS, the Company has adopted a Senior Management Deferred Compensation Plan (the &#147;Plan&#148;); and</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  WHEREAS, the Senior Manager has been determined to be eligible to participate in the Plan; and</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Plan requires that an agreement be entered into between the Company and the
Senior Manager setting out certain terms and benefits of the Plan as they apply
to the Senior Manager; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  NOW, THEREFORE, the Company and the Senior Manager hereby agree as follows:</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Plan is hereby incorporated into and made a part of this Agreement, as though set forth in full
                  herein.  The parties shall be bound by, and have the benefit of, each and every provision of the Plan,
                  including without limitation the restrictions on assignability set forth in the Plan.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Senior Manager was born on ________________________.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                  The Senior Manager's basic allotment percentage in the SBC Communications Inc. Savings Plan for Salaried
                  Employees is ____ percent (__%) of his Compensation.  Any subsequent change in this level of participation
                  by the Senior Manager will void this Agreement and require that a new Agreement be entered into between the
                  Employer and the Senior Manager.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Senior Manager&#146;s Compensation during a calendar year shall be reduced in accordance with Exhibit A
                  attached to this Agreement.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The amount per month of Pre-Retirement Survivor Benefit in accordance with Section 6.4 of the Plan is
                  $__________, payable for the greater of ten (10) years or the number of years from the date of
                  Participant's death until he would have been age 65.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The amount per month of Standard Retirement Benefit in accordance with Section 6.1 of the Plan is
                  $__________, payable for a period of 180 months commencing the first day of the month following
                  Participant's 65th birthday.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Upon Normal or Early Retirement, the Participant hereby elects: (please initial (a), (b) or (c))</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (a)   ______      To receive a Standard Retirement Benefit, payable for a period of one hundred eighty
                                        (180) months.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (b)   ______      To receive an Alternative Retirement Benefit to be paid in accordance with one of the
                                        following payment modes: (please initial one of the following:)</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                            (i)    _____       In a lump sum payment.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                            (ii)   _____       In equal monthly installments for a period of sixty (60)
                                                               months.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                            (iii)  _____       In equal monthly installments for a period of one hundred
                                                               twenty (120) months.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (c)   ______      The Participant elects to defer the making of an election as to whether to receive a
                                        Standard Retirement Benefit or an Alternative Retirement Benefit until no later than
                                        the last day of the calendar year preceding the calendar year in which Normal or Early
                                        Retirement takes place.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Participant hereby elects to receive any Early Retirement Benefit as follows (please initial one of the
                  following):</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (a)   ______      Commencing at age 65.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (b)   ______      Commencing at Early Retirement.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                      (c)   ______      The Participant elects to defer the making of an election as to the time of
                                        commencement of Standard or Alternative Retirement Benefit until no later than the last
                                        day of the calendar year preceding the calendar year in which the Participant's Early
                                        Retirement takes place.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  This Agreement shall inure to the benefit of, and be binding upon, the Company, its successors and assigns,
                  and the Senior Manager and his Beneficiaries.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have signed and entered into this Agreement
on and as of the date first above written. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE COMPANY:</font></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> By ______________________________________<br>
 Its Senior Vice President-Human Resources</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SENIOR MANAGER</font></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>  _________________________ &nbsp;&nbsp;&nbsp;&nbsp; ____________<br>
                                                                  Signature &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Date</font></TD>
</TR>
</TABLE>
<BR>



<!-- MARKER PAGE="sheet: 14; page: 14" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


  <p ALIGN=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit A</font></p>

<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                   SBC COMMUNICATIONS INC.<br>
                                                      SENIOR MANAGEMENT<br>
                                             DEFERRED COMPENSATION PLAN AGREEMENT</font></p>

<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                 19____ Unit of Participation</font></p>
<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Unit Start Date: ________________, 19____  Unit Deferral Period: ____ Months</font></p>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Annual Amount (1)</font></TD>
</TR>
</TABLE>
 <TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Year</u></font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Deferred</u> </font></TD>
</TR>
</TABLE>
 <TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Unit Start Date:</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1984 (commencing the first day of the month of ________)</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$_____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1985</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1986</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1987</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1988</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1989</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1990</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1991</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=TOP>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1992 (ending the last day of the month of __________)</font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> _____________</font></TD>
</TR>
</TABLE>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0 align=center>
<TR VALIGN=bottom>
<TD WIDTH=8% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=2% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=40% align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Total Unit<br>Deferral Amount </font></TD>
<TD WIDTH=15% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=35% align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$ _____________</font></TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>________________________________________________________________________</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(1)      This amount will be deferred in equal amounts on a monthly basis.</font></p>



<!-- MARKER PAGE="sheet: 15; page: 15" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


  <p ALIGN=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit C</font></p>

<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                      AGREEMENT AND RELEASE OF CLAIMS- MANAGER RETIRING UNDER THE<br>
                                            ENHANCED PENSION AND RETIREMENT PROGRAM (&#147;EPR&#148;)<br>
                                                     WITH AN 8-YEAR UNIT UNDER THE<br>
                                            MANAGEMENT DEFERRED COMPENSATION PLAN (&#147;PLAN&#148;)</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         In consideration for treatment under the EPR provisions of the Plan, Participant agrees as follows:</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                Participant agrees that Participant shall not, without the written consent of Participant&#146;s SBC Communications Inc.
(&#147;SBC&#148;) employing company (&#147;Company&#148;), and while employed by the Company or within three (3) years after termination of employment
from Company, engage in competition with SBC or any Subsidiary thereof or with any business with which a Subsidiary of SBC or an
affiliated company has a substantial interest (collectively referred to herein as &#147;Employer business&#148;).  For purposes of this
Agreement, engaging in competition with any Employer business shall mean engaging by Participant in any business or activity in the
same geographical market where the same or substantially similar business or activity is being carried on as an Employer business.
Such term shall not include owning a nonsubstantial publicly traded interest as a shareholder in a business that competes with an
Employer business.  However, it is hereby specifically agreed that engaging in competition with an Employer business shall include
representing or providing consulting services to, or being an employee of, any person or entity that is engaged in competition with
any Employer business or that takes a position adverse to any Employer business in a judicial, regulatory, legislative or
administrative proceeding and Participant hereby specifically agrees not to engage in any such conduct.  Participant also
specifically agrees that a breach of this provision would result if, within the time period and without the written consent
specified, Participant either engages directly in competitive activity or in any capacity in any location becomes employed by,
associated with, or renders service to any company, or parent or affiliate thereof, or any Subsidiary of any of them, if any of them
is engaged in competition with an Employer business, regardless of the position or duties the Participant takes and regardless of
whether or not the employing company, or the company that Participant becomes associated with or renders service to, is itself
engaged in direct competition with an Employer business.</font></p>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Participant may submit a
description of proposed employment in writing to Company and Company shall
advise Participant in writing within ten business days whether such proposed
employment would constitute engaging in competition with an Employer business. </FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; Participant acknowledges that, as a result of Participant's employment by the Company, Participant had and continued
to have until Participant's termination, access to trade secrets, intellectual property, proprietary information, and private
non-public information including technological, legal, financial, marketing, personnel and other information (including this
Agreement and the Release of Claims contained herein) relating to litigation, the business and contemplated business of the Company
and SBC and other matters, all of which is confidential and proprietary to SBC and the Company (&#147;Confidential Information&#148;); and
Participant agrees that Participant did not before and will not after Participant's termination, divulge or in any way make available
to others through public statements, voluntary testimony, or otherwise, or make use of, alone or in concert with others, any
Confidential Information.  The aforesaid obligations regarding Confidential Information will not apply to information that is now in
or hereafter enters the public domain without a breach of this Agreement and the Release of Claims contained herein, nor shall they
apply to information required to be delivered pursuant to a subpoena or similar legislative, judicial or administrative requirement;
provided, however, Participant will notify the Company upon receipt of any such subpoena or similar request, and give the Company a
reasonable opportunity to contest or otherwise oppose the subpoena or similar request.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant may represent
himself or herself as a retiree of Company (if Participant is actually Service
Pension eligible) or as a former employee who voluntarily terminated employment
for a reason other than cause (if Participant is not actually Service Pension
eligible); but otherwise Participant agrees that Participant will not make, nor
cause to be made any public statements, disclosures or publications which relate
in any way, directly or indirectly to Participant&#146;s cessation of employment
with the Company without prior written approval by the Company. Participant also
agrees that Participant will not make, nor cause to be made any public
statements, disclosures or publications which portray unfavorably, reflect
adversely on, or are derogatory or inimical to the best interests of, the
Company, SBC, their Subsidiaries, directors, officers, employees and agents,
past, present or future. </FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp; Participant agrees that during the three (3) year period immediately after termination of Participant&#146;s employment
with Company, Participant will not solicit any customer of any SBC company on behalf of Participant or any other person or entity or
solicit any employee of any SBC company to seek or accept employment with any other person or entity, or disclose confidential
information about such employee to any prospective employer or employer other than an SBC company.  Participant acknowledges that
even an unsuccessful solicitation of an employee of any SBC company will negatively impact the morale, commitment and performance of
the employee in question.  Participant further acknowledges that any solicitation of either a customer or an employee of any SBC
company will result in immediate and irreparable harm to the SBC company, for which there will be no adequate remedy at law, and that
the SBC company will be entitled to equitable relief to restrain Participant from violating the terms of this Paragraph 3, in
addition to any other remedies available to the SBC Company.  In any action brought by any SBC company to enforce the provisions of
this Paragraph 3, the prevailing party shall be entitled to recover costs, including, but not limited to, reasonable and actual
attorneys&#146; fees.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;   Participant shall forfeit Participant&#146;s Alternative Termination Benefit(s) under the EPR provisions of the Plan, for
any breach by Participant of the provisions of Paragraph 1 hereof, or of Paragraph 2 hereof (except to the extent disclosure of any
Confidential Information is specifically required by law), or of Paragraph 3 hereof, or of the Release of Claims contained herein. In
the event of any such forfeiture of any Alternative Termination Benefit(s), Participant shall receive the Termination Benefit
corresponding to such Unit of Participation pursuant to the Plan, that would have been paid in the absence of this Agreement, less
any amounts previously paid to Participant as part of the corresponding Alternative Termination Benefit.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;  Company hereby expressly advises Participant to seek personal legal advice prior to executing this Agreement and the
Release of Claims contained herein and Participant by Participant&#146;s signature below, hereby expressly acknowledges that Participant
was given at least forty-five (45) days in which to seek such advice and decide whether or not to enter into this Agreement and the
Release of Claims contained herein.  The parties agree that any changes to this Agreement or to the Release of Claims contained
herein made after the initial draft of this Agreement and Release of Claims is presented to Participant, whether material or
immaterial, do not restart the running of said forty-five (45) day period.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;  Participant may revoke this Agreement and the Release of Claims contained herein within seven (7) days of
Participant&#146;s execution of this Agreement and the Release of Claims contained herein by giving notice, in writing, by certified mail,
return receipt requested, to the Company c/o the Executive Compensation Group, 175 East Houston Street, Room 3-J-4, San Antonio,
Texas, 78205.  Proof of such mailing within said seven (7) day period shall suffice to establish revocation pursuant to this
Paragraph. In the event of any such revocation, this entire Agreement and the Release of Claims contained herein shall be null and
void.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;    Participant agrees that for any breach or threatened breach of any of the provisions of this Agreement and the
Release of Claims contained herein by Participant, the Company shall have no adequate legal remedy, and in addition to any other
remedies available, a restraining order and/or an injunction may be issued against Participant to prevent or restrain any such
breach, in addition to any other rights the Company may have.</FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;   In the event any provision of this Agreement or the Release of Claims contained herein is held invalid, void, or
unenforceable, the same shall not affect in any respect whatsoever the validity of any other provision of this Agreement or said
Release of Claims, except that should said Release of Claims be held to be invalid as applicable to and as asserted by Participant
with regard to any claim or dispute covered thereunder, or should any part of the provisions of Paragraphs 1, 2 or 3 of this
Agreement be held invalid, void or unenforceable as applicable to and as asserted by Participant, this Agreement and the Release of
Claims contained herein, at the Company&#146;s option, may be declared by the Company null and void. If this Agreement and the Release of
Claims contained herein are declared null and void by Company pursuant to the provisions of this Paragraph, Participant shall return
to Company all consideration previously received pursuant to this Agreement and the Release of Claims contained herein less any of
said consideration Participant would have received in the absence of entering into this Agreement and the Release of Claims contained
herein.</FONT></P>



<!-- MARKER PAGE="sheet: 16; page: 16" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>

<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                      <u>RELEASE OF CLAIMS</u></FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant hereby fully
waives and forever releases and discharges Company, SBC, any and all other
Subsidiaries of Company and of SBC, their officers, directors, agents, servants,
employees, successors and assigns and any and all employee benefit plans
maintained by SBC or any Subsidiary thereof and/or any and all fiduciaries of
any such plan from any and all common law and/or statutory claims, causes of
action or suits of any kind whatsoever arising from or in connection with
Participant&#146;s past employment by Company and/or Participant&#146;s
separation therefrom, including but not limited to claims, actions, causes of
action or suits of any kind allegedly arising under the Employee Retirement
Income Security Act (ERISA), as amended, 29 USC &#167;&#167; 1001 et seq.; the
Rehabilitation Act of 1973, as amended, 29 USC &#167;&#167; 701 et seq.; the
Civil Rights Acts of 1866 and 1870, as amended, 42 USC &#167;&#167; 1981, 1982
and 1988; the Civil Rights Act of 1871, as amended, 42 USC &#167;&#167; 1983 and
1985; the Civil Rights Act of 1964, as amended, 42 USC &#167; 2000d et seq.; the
Americans With Disabilities Act, as amended, 42 USC &#167;&#167; 12101 et seq.,
and the Age Discrimination in Employment Act of 1967 (ADEA), as amended, 29 USC
&#167;&#167; 621 et seq., known and unknown. In addition, Participant agrees not
to file any lawsuits or other claims seeking monetary damage or other relief in
any state or federal court or with any administrative agency against any of the
aforementioned parties in connection with or relating to any of the
aforementioned matters. Provided, however, by executing this Release of Claims,
Participant does not waive rights or claims that may arise after the date of
execution. Provided further, however, this Release of Claims shall not affect
Participant&#146;s right to receive or enforce through litigation, any
indemnification rights to which Participant is entitled as a result of
Participant&#146;s past employment by the Company. And, provided further, except
as agreed herein, this Agreement and Release of Claims shall not affect the
ordinary distribution of benefits/entitlements, if any, to which Participant is
entitled upon termination from Company; it being understood by Participant that
said benefits/entitlements, if any, will be subject to and provided in
accordance with the terms and conditions of their respective governing plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>____________________<br>
Participant (Signature)</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>____________________<br>
Participant (Print name)</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>____________________<br>
Participant SSN</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>____________________<br>
Date</FONT></P>

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