SBC COMMUNICATIONS INC
SR. MANAGEMENT DEF. COMP. PLAN
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10d.htm
<DESCRIPTION>SR. MANAGEMENT DEF. COMP. PLAN
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 <p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SBC Communications Inc.</font>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SENIOR
MANAGEMENT<br>DEFERRED COMPENSATION PLAN<br>OF 1988</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 Of<BR>
                                                     January 1, 1988 Or Later And<BR>
                                                       Prior To January 1, 1991
</FONT>
</p>









<p ALIGN=Right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Effective: January 1, 1988<BR>
                                                      As amended through April 1, 2002
</FONT>
</p>



<hr>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF CONTENTS
</FONT>
</p>
<PRE>
Section 1       Statement of Purpose............................................1

Section 2       Definitions.....................................................1

   1.        Administrative Committee...........................................1
   2.        Agreement..........................................................1
   3.        Annualized Total Unit Deferral Amount..............................1
   4.        Base Salary........................................................1
   5.        Beneficiary........................................................1
   6.        Board..............................................................1
   7.        Compensation.......................................................1
   8.        Declared Rate......................................................1
   9.        Deferral Amount....................................................2
   10.       Deferred Compensation Account......................................2
   11.       Disability.........................................................2
   12.       Intentionally Omitted..............................................2
   13.       Intentionally Omitted..............................................2
   14.       Intentionally Omitted..............................................2
   15.       Early Retirement...................................................2
   16.       Election Form......................................................2
   17.       Eligible Employee..................................................2
   18.       Employee...........................................................2
   19.       Employer...........................................................2
   20.       Normal Retirement..................................................3
   21.       Participant........................................................3
   22.       Plan Year..........................................................3
   23.       Projected Employer Contribution....................................3
   24        Rotational Work Assignment Company.................................3
   25.       Retirement Benefit Option..........................................3
   26.       Senior Manager.....................................................3
   27.       SBC Communications Inc. Savings Plan for Salaried Employees........3
   28.       Subsidiary.........................................................4
   29.       Total Unit Deferral Amount.........................................4
   30.       Unit Deferral Period...............................................4
   31.       Unit of Participation..............................................4
   32.       Unit Start Date....................................................4

Section 3       Administration of the Plan......................................4

Section 4       Participation...................................................4

   4.1       Election to Commence a Unit of Participation.......................4
   4.2       Termination of Election............................................5

Section 5       Deferred Compensation...........................................5

   5.1       Deferred Compensation Account......................................5
   5.2       Participant Deferrals..............................................6
   5.3       Employer Contribution..............................................6
   5.4       Vesting of Deferred Compensation Account...........................7
   5.5       Valuation of Accounts..............................................7
   5.6       Statement of Accounts..............................................7

Section 6       Retirement Benefits.............................................7

   6.1       Normal Retirement..................................................7
   6.2       Early Retirement...................................................7
   6.3       Provisions Relating to Manner and Time of Payments.................8
   6.4       Termination Benefit................................................8
   6.5       Disability........................................................10
   6.6       Survivor Benefits.................................................11
   6.7       Termination with Retirement Eligibility/Involuntary Termination...12

Section 7       Intentionally Omitted..........................................16

Section 8       Payment of Benefits............................................16

   8.1       Intentionally Omitted.............................................16
   8.2       Small Benefit.....................................................16
   8.3       Emergency Benefit.................................................17
   8.4       Commencement of Payments..........................................17
   8.5       Withholding; Unemployment Taxes...................................17
   8.6       Change in Status..................................................17
   8.7       Transfer to RWAC..................................................17
   8.8       Leave of Absence..................................................18
   8.9       Ineligible Participant............................................19

Section 9       Beneficiary Designation........................................20

Section 10      Discontinuation, Termination, Amendment........................20

   10.1      Employer's Right to Discontinue Offering Units....................20
   10.2      Employer's Right to Terminate Plan................................20
   10.3      Amendment.........................................................21

Section 11      Miscellaneous..................................................21

   11.1      Unsecured General Creditor........................................21
   11.2      Trust Fund........................................................21
   11.3      Obligations to Employer...........................................22
   11.4      Nonassignability..................................................22
   11.5      Employment Not Guaranteed.........................................22
   11.6      Protective Provisions.............................................22
   11.7      Gender, Singular and Plural.......................................22
   11.8      Waiver of Benefits................................................22
   11.9      Captions..........................................................23
   11.10     Applicable Law....................................................23
   11.11     Validity..........................................................23
   11.12     Notice............................................................23
   11.13     Successors and Assigns............................................23
</PRE>

<hr>

<p ALIGN=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
SENIOR MANAGEMENT<BR>
DEFERRED COMPENSATION PLAN OF 1988</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 1</font></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 of 1988 is to provide
                  retirement, death, or termination-of-employment benefits to a select group of management employees consisting of
                  Eligible Employees of SBC Communications Inc. (the "Company") and its Subsidiaries ("Participating Companies").
</font></td>
</tr>
</table>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 2</font></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>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       <u>Administrative Committee.</U>  "Administrative Committee" means a committee of three or more members, at least one of whom is a
Senior Manager, who shall be designated by the Vice President-Human Resources to administer the Plan pursuant to Section 3.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       <u>Agreement.</U>  "Agreement" means the written agreement entitled "Senior Management Deferred Compensation Plan of 1988
Agreement" (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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Annualized Total Unit Deferral Amount.</U>  The "Annualized Total Unit Deferral Amount" means the Total Unit Deferral Amount
divided by four.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <u>Base Salary.</U>  "Base Salary" means the Participant's annual base salary before reduction 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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Beneficiary.</U>  "Beneficiary" means the person or persons designated as such in accordance with Section 9.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Board.</U>  "Board" means the Board of Directors of SBC Communications Inc.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Compensation.</U>  "Compensation" means the Participant's monthly Base Salary plus any other compensation that is normally
matched in the SBC Communications Inc. Savings Plan for Salaried Employees 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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Declared Rate.</U>  "Declared Rate" means with respect to any Plan Year the interest rate which will be credited during such
Plan Year on a Participant's Deferred Compensation Accounts for Units of Participation which have not yet commenced benefit
payments.  The Declared Rate for each Plan Year will be determined by the Administrative Committee, in its complete and sole
discretion, and will be announced on or before January 1 of the applicable Plan Year; provided that in no event will the Declared
Rate for any Plan Year be less than the Moody's Corporate Bond Yield Average-Monthly Average Corporates as published by Moody's
Investor's Service, Inc. (or any successor thereto) for the month of September before the Plan Year in question, or, if such yield is
no longer published, a substantially similar average selected by the Administrative Committee.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Deferral Amount.</U>  "Deferral Amount" means an amount of Base Salary deferred with respect to a Unit of Participation under
this Plan.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Deferred Compensation Account.</U>  "Deferred Compensation Account" means the account maintained on the books of account of the
Employer for each Participant for each Unit of Participation pursuant to Section 5.1.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Disability.</U>  "Disability" means a disability as defined in the SBC Communications Inc. Sickness and Accident Disability
Benefit Plan or the SBC Communications Inc. Senior Management Long Term Disability Plan covering the Participant, as applicable.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Intentionally Omitted.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Intentionally Omitted.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Intentionally Omitted.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Early Retirement.</U>  "Early Retirement" means the termination of a Participant's employment with Employer for reasons other
than death prior to Normal Retirement and on or after the date Participant attains age 55.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Election Form.</U>  The "Election Form" means an Eligible Employee's written election to participate in the Plan with respect to
each Unit of Participation in accordance with Section 4.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Eligible Employee.</U>  "Eligible Employee" means an Employee of the Employer who (a) is in active service, (b) is a Senior
Manager or 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 eligibility to participate in this Plan was based.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Employee.</U>  "Employee" means any person employed by the Employer on a regular full-time salaried basis.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Employer.</U>  "Employer" means SBC Communications Inc. or any of its Subsidiaries.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Normal Retirement.</U>  "Normal Retirement" means attainment of age 65 during a Participant's employment with Employer
irrespective of whether there is a termination of Participant's employment with Employer.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Participant.</U>  "Participant" means an Employee participating in the Plan in accordance with the provisions of Section 4.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Plan Year.</U>  "Plan Year" means the calendar year.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Projected Employer Contribution.</U>  "Projected Employer Contribution" means for purposes of computing the Pre-Retirement
Survivor Benefit with respect to a Unit of Participation pursuant to Section 6.6(a), the product of (i) the Company Match Rate
Expressed as a Percent* as in effect at the time of the Unit Start Date, times the Participant's annual Base Salary at the Unit Start
Date minus (a) any Employer matching contribution determined as of the Unit Start Date associated with said Base Salary at the Unit
Start Date which is then being contributed or is to be contributed to the Salaried Savings Plan and minus (b) any Employer matching
contribution which has previously been allocated to a Unit of Participation under this or any other Employer deferred compensation
plan and (ii) the number of years in the Unit Deferral Period for the Unit of Participation.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Rotational Work Assignment Company (`RWAC").</U> shall mean Bell Communications Research, Inc. ("Bellcore"), 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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>25.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Retirement Benefit Option.</U>  "Retirement Benefit
Option" means with respect to any Unit of Participation the Retirement Benefit payment option described in Section 6.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>26.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Senior Manager.</U>  "Senior Manager" means an individual employed by Employer in a position having a Salary Grade of 29 or
above or equivalent.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>27.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>SBC Communications Inc. Savings Plan for Salaried Employees.</U>  "SBC Communications Inc. Savings Plan for Salaried Employees"
or "Salaried Savings Plan" means the SBC Communications Inc. Savings Plan for Salaried Employees or any successor plan to such plan
adopted by the Employer. Participants from any Subsidiary, permitted to participate in this Plan, shall be treated as participating
in the SBC Communications Inc. Savings Plan for Salaried Employees for purposes of calculating any matching Employer contributions.
</font></p>

<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>*</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><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>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>28.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Subsidiary.</U>  A "Subsidiary" 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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>29.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Total Unit Deferral Amount.</U>  "Total Unit Deferral Amount" means the sum of all amounts of Base Salary deferred during the
Unit Deferral Period with respect to a Unit of Participation, as shown in Exhibit A of Participant's Agreement for that Unit of
Participation.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>30.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Unit Deferral Period.</U>  "Unit Deferral Period" means the number of months the Participant elects to reduce his Base Salary
with respect to a Unit of Participation, as shown in Exhibit A of Participant's Agreement for that Unit of Participation. The Unit
Deferral Period for a Unit of Participation will commence on the Unit Start Date and end upon the earliest to occur of the following:
(i) the last day of the forty-eight (48) month period which commenced with the Unit Start Date, or (ii) when the Participant
terminates employment, terminates the Unit of Participation or ceases to be an Eligible Employee as described in Section 6.4 of the
Plan. In no event shall the Unit Deferral Period for a Unit of Participation end later than forty-eight (48) months after the Unit
Start Date.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>31.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Unit of Participation.</U>     "Unit of Participation" means a stated Total Unit Deferral Amount and associated Employer
contributions which provide stated benefits pursuant to Section 6 in accordance with the Participant's Agreement for that Unit of
Participation.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>32.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Unit Start Date.</U>  "Unit Start Date" means the date for commencement of deferrals shown in Exhibit A of a Participant's
Agreement for a given Unit of Participation. The Unit Start Date will be January 1, unless the Administrative Committee, in its sole
discretion permits a new Participant to elect a Unit Start Date within 30 days after such Participant first becomes an Eligible
Employee.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Administration of the Plan.</U>
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Participation.</U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1 Election to Commence a
Unit of Participation. Any Eligible Employee may elect to commence deferral of
Base Salary with respect to a Unit of Participation under 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
of Participation. </FONT></P>

<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>
The combination of deferrals from all of the Participant&#146;s Units of
Participation including the Unit of Participation with respect to which the
Participant is electing to commence deferrals and from Units of Participation
under the SBC Communications Inc. Senior Management Deferred Compensation Plan
(&#147;SBC DCP&#148;), must be at least six percent (6%) of Participant&#146;s
Base Salary at the Unit Start Date for the Unit of Participation with respect to
which the Participant is electing to commence deferrals. A Unit of Participation
shall require a minimum Annualized Total Unit Deferral Amount of $1,000. The sum
of the Participant&#146;s contributions, if any, to the SBC Communications Inc.
Savings Plan for Salaried Employees plus the Annualized Total Unit Deferral
Amounts for all Units of Participation under this Plan and under the SBC DCP in
a given Plan Year may not exceed thirty percent (30%) of a Participant&#146;s
Compensation for that Plan Year.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2 Termination of
Election. A Participant&#146;s election to defer Base Salary is irrevocable upon
the filing of his Election Form with the Administrative Committee, provided,
however, that the election may be terminated with respect to Base Salary 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></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Deferred Compensation.</U>
</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 Deferred Compensation
Account. The Administrative Committee shall establish and maintain a separate
Deferred Compensation Account for each Participant for each Unit of
Participation. The amount by which a Participant&#146;s Base Salary is reduced
each month pursuant to Section 4.1 and the amount of Employer contribution
allocated to the Participant&#146;s Units of Participation pursuant to Section
5.3 with respect to any Unit of Participation shall be credited by the Employer
to the Participant&#146;s Deferred Compensation Account for such Unit of
Participation no later than the first day of the following month, and such
Deferred Compensation Account shall be debited by the amount of any payments
made by the Employer to the Participant or the Participant&#146;s Beneficiary
with respect to such Unit of Participation pursuant to this Plan. </FONT></P>

<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>
With respect to each Unit of Participation, the Deferred Compensation Account of a
Participant shall be deemed to bear interest from the date such Deferred
Compensation Account was established through the date of commencement of benefit
payments at a rate equal to the applicable Declared Rate for the particular Plan
Year on the balance from month-to-month in such Deferred Compensation Account.
Interest will be credited monthly to the Deferred Compensation Account at
one-twelfth of the annual Declared Rate, compounded annually. Following the
commencement of benefit payments with respect to a Unit of Participation, a
Participant&#146;s Deferred Compensation Account shall be deemed to bear
interest on the balance in such Deferred Compensation Account from
month-to-month at a rate equal to one-twelfth of the average of the annual
Declared Rates for the five (5) Plan Years ending prior to commencement of
benefit payments (or, if the Plan has been in operation for less than five (5)
Plan Years, the average of the Declared Rates for all Plan Years ending prior to
commencement of benefit payments).</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.2 Participant Deferrals.
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 no later than the first day of the following month. </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Participant will be permitted to defer an additional amount equal to all or a
portion of his Short Term Incentive Award. A Participant shall not be permitted
to &#147;defer&#148; into the Plan any monies that are not compensation paid by
Employer. Any additional deferrals by a Participant with respect to a given Unit
of Participation shall not affect Total Unit Deferral Amount and shall not
result in any change in the maximum Employer contribution pursuant to Section
5.3 for the Plan Year during which the additional deferral is made. In no event
shall any such additional deferral by a Participant result in any reduction in
the amounts by which the Participant&#146;s Base Salary is reduced 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. Participant&#146;s election to defer all or a
portion of his Short Term Incentive Award shall be filed with the Administrative
Committee (on a form to be provided by said Committee for such purpose) prior to
the beginning of the fiscal year during which such Award is earned.</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 additional deferral amount shall be considered a separate part of
Participant&#146;s Deferred Compensation Account, shall be subject to the terms
thereof except survivor benefits, and shall be paid out in the same manner as
the rest of such Deferred Compensation Account.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.3 Employer Contribution.
Participation in this Plan does not preclude participation in the SBC
Communications Inc. Savings Plan for Salaried Employees. For a given Plan Year,
the aggregate Employer contribution to both the SBC Communications Inc. 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 Plan year times the Participant&#146;s
Compensation as in effect during all or portions of that Plan Year which is
contributed or deferred for that Plan Year by the Participant in accordance with
each plan, respectively. Any such amount of Employer contribution not allocated
to the SBC Communications Inc. Savings Plan for Salaried Employees will be
credited to the Participant&#146;s Deferred Compensation Accounts, as
applicable. The amount or percent of a Participant&#146;s Base Salary to be
allocated to Basic Allotments in the SBC Communications Inc. Savings Plan for
Salaried Employees shall be specified in Paragraph 3 of a Participant&#146;s
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.4 Vesting of Deferred
Compensation Account. 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 Deferral Amount and the Employer contribution to this
Plan with respect to that Deferral Amount for any given Unit of Participation
been contributed instead to the SBC Communications Inc. Savings Plan for
Salaried Employees. For this purpose all years of service recognized under the
SBC Communications Inc. Savings Plan for Salaried Employees, for purposes of
determining a Participants vested interest under that plan, shall be taken into
account in determining the Participant&#146;s vested interest under this Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.5 Valuation of Accounts.
The value of a Deferred Compensation Account as of any date shall equal the
amounts theretofore credited to such account plus the interest on such account
credited in accordance with Section 5.1 through the day preceding such date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.6 Statement of Accounts.
Each Participant will receive annual statements in such form as the
Administrative Committee deems desirable setting forth the balance standing to
the credit of each of the Participant&#146;s Deferred Compensation Accounts. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 6</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Retirement Benefits.</U> Section 6 shall apply to all Units of
Participation under this Plan. The benefits specified in this Section 6 shall be
provided under the Retirement Benefit Option. </FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.1 Normal Retirement. Upon
Normal Retirement, with respect to a Unit of Participation, the Employer shall
pay to the Participant an equal amount each month for one hundred eighty (180)
months, beginning on the first day of the month next following the date of
Normal Retirement, which will amortize over such one hundred eighty (180) equal
monthly payments the sum of (a) the value of the Deferred Compensation Account
for such Unit of Participation as of the date of commencement of benefit
payments, plus (b) the interest that will accrue on the unpaid balance in such
Deferred Compensation Account during such one hundred eighty (180) month period
pursuant to Section 5.1 (&#147;Standard Retirement Benefit&#148;).
Alternatively, a Participant may elect in the Agreement for any Unit of
Participation to receive an alternative retirement benefit in lieu of the
Standard Retirement Benefit (&#147;Alternative Retirement Benefit&#148;) for
such Unit of Participation either in a lump sum payment or in sixty (60) or one
hundred twenty (120) equal monthly payments, with the amount of each monthly
payment to be calculated in accordance with the principle stated in the
preceding sentence. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.2 Early Retirement. Upon
Early Retirement, with respect to a Unit of Participation, the Employer shall
pay to the Participant an equal amount each month for one hundred eighty (180)
months, beginning on the first day of the month next following the date of Early
Retirement, which will amortize over such one hundred eighty (180) equal monthly
payments the sum of (a) the value of the Deferred Compensation Account for such
Unit of Participation as of the date of commencement of benefit payments, plus
(b) the interest that will accrue on the unpaid balance in such Deferred
Compensation Account during such one hundred eighty (180) month period pursuant
to Section 5.1 (&#147;Standard Retirement Benefit&#148;). Alternatively, a
Participant may elect in the Agreement for any Unit of Participation to receive
an alternative retirement benefit in lieu of the Standard Retirement Benefit
(&#147;Alternative Retirement Benefit&#148;) for such Unit of Participation
either in a lump sum payment or in sixty (60) or one hundred twenty (120) equal
monthly payments, with the amount of each monthly payment to be calculated in
accordance with the principle stated in the preceding sentence. A Participant
may further elect in the Agreement for any Unit of Participation to have the
Early Retirement Benefit for such Unit of Participation commence when he attains
age 65. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.3 Provisions Relating to
Manner and Time of Payments. If a Participant&#146;s Agreement fails to show an
election of a manner of payment of a Normal or Early Retirement Benefit such
Participant will receive the Standard Normal or Early Retirement Benefit in
accordance with Section 6.1 or Section 6.2, respectively. </FONT></P>

<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>
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 or Early
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 make a lump sum payment to the Participant of the remaining balance of his
Deferred Compensation Accounts for any affected Units of Participation. If a
benefit is payable to a Participant pursuant to this paragraph for any Unit of
Participation, no other benefits shall thereafter be payable under this Plan
with respect to 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=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Notwithstanding any election made by the Participant, the Administrative Committee will pay the
Participant&#146;s Standard or Alternative Retirement Benefit in the form of a
lump sum payment if the value of his Deferred Compensation Account for a Unit of
Participation is less than $10,000 when payment of a Normal or Early Retirement
Benefit with respect to the Unit of Participation would otherwise commence.
</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.4 Termination Benefit.</FONT></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                       <u>Termination of Employment Before Attaining Age 55.</U>  Upon any termination of employment of the Participant
                          for reasons other than death or Disability before the Participant attains age fifty-five (55), the Company
                          shall pay to the Participant, with respect to a Unit of Participation, 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 for such Unit of Participation as of the date of such
                          termination of service ("Termination Benefit").
</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=80%><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 except as provided under Section 8.1.
</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;No other benefit shall be payable with regard to such 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 to this Plan 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=90%><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 Base Salary 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=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Loss of Eligibility.</U> In the event that the Participant ceases to be an Eligible Employee by reason of a
                          change to an employment status which is not eligible to participate in this Plan, except as provided under
                          Section 8.1, the Participant shall immediately cease to be eligible for any benefits other than a modified
                          Termination Benefit which shall consist of a lump sum equal to the vested amounts standing credited to his
                          Deferred Compensation Accounts as of the date of such loss of eligibility, provided the Participant shall
                          continue to be credited with interest on such amounts 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. However, no further
                          Participant deferrals or Employer contributions shall be made to this Plan pursuant to Sections 5.2 or 5.3
                          subsequent to the date of such loss of eligibility.  Each such lump sum Termination Benefit shall be payable
                          upon the Participant's termination of employment by the Employer, whether by death, Normal Retirement, Early
                          Retirement or any other means. The provisions of this subparagraph 6.4(c) shall not apply if the Participant
                          in his new employment status is an eligible employee under another similar deferred compensation plan of the
                          Employer. In such event the provisions of Section 8.6 of this Plan shall apply.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>No Other Benefits Payable.</U>  When a Participant terminates employment, terminates a Unit of Participation or
                          ceases to be an Eligible Employee under circumstances in which Section 6.4(a), (b) or (c) applies, no
                          Survivor Benefit or other benefit shall thereafter be payable under this Plan to either the Participant or
                          any Beneficiary of the Participant with respect to such Unit of Participation except as provided under
                          Section 8.1.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.5 Disability. In the
event that a Participant suffers a Disability, Participant deferrals and
Employer contributions 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
time and in the same amounts as they would have been credited if the Participant
had not suffered a Disability 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. At such time as the Participant is not eligible to receive
monthly disability benefits equal to 100 percent of his monthly base salary at
the time of his Disability, Participant deferrals and Employer contributions
that otherwise would have been credited to the Deferred Compensation Accounts of
the Participant in accordance with Section 5.2 and 5.3 shall cease. </FONT></P>

<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>
If the Participant recovers from his Disability and returns within sixty (60) days
thereafter to employment with the Employer in an employment status which would
make him eligible to participate in this Plan and prior to the end of the
original Unit Deferral Period, the Participant shall continue or resume making
deferrals, as the case may be, in accordance with Section 5.2 and the Employer
shall continue or resume making contributions, as the case may be, in accordance
with Section 5.3 until the end of the original Unit Deferral Period.</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>
If the Participant recovers from his Disability, the Participant shall be treated
as terminating service with the Employer on the date of his recovery, unless
within sixty (60) days thereafter he returns to employment with the Employer in
an employment status which makes him eligible to participate in 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>
If a Participant&#146;s Disability terminates by reason of his death, the rights of
his Beneficiary shall be determined pursuant to Section 6.6 as 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 attainment of age 65, the Participant shall upon the attainment of
age 65 be entitled to a Normal Retirement Benefit determined pursuant to Section
6.1. If a Participant&#146;s Disability terminates by reason of the
Participant&#146;s election to take Early Retirement under the Plan, 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.6      Survivor Benefits.</font></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If a Participant dies while in service with the Employer (or while suffering from a Disability prior to
                          attaining age 55) prior to eligibility for Early Retirement with respect to a Unit of Participation, upon
                          the Participant's death the Employer will pay to the Participant's Beneficiary with respect to each Unit of
                          Participation an amount per month, as specified in paragraph 6 of his Agreement, equal to the greater of (i)
                          [(50% of the sum of the Total Unit Deferral Amount plus the Projected Employer Contribution for such Unit of
                          Participation) divided by 12] or (ii) the balance in the Deferred Compensation Account (excluding any Short
                          Term Incentive Award deferred pursuant to Section 5.2 and excluding any interest earned on the Short Term
                          Incentive Award) divided by the number of months payments are to be made as stated below, plus interest in
                          accordance with the interest methodology of Section 6.2. Payments are to be made for the greater of one
                          hundred twenty (120) months or the number of months from the date of Participant's death until he would have
                          been age 65 ("Pre-Retirement Survivor Benefit").</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>
In addition, the Participant&#146;s Beneficiary will receive any Short Term
Incentive Award associated with such Unit of Participation, deferred pursuant to
Section 5.2, plus corresponding interest earned on the Short Term Incentive
Award, paid out over the same period as the Pre-Retirement Survivor Benefit and
in accordance with the interest methodology of 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=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If a Participant dies while in service after eligibility for Early Retirement with respect to a Unit of
                          Participation, but prior to commencement of payment of an Early or Normal Retirement Benefit with respect to
                          such Unit of Participation, the Employer will pay to the Participant's Beneficiary the greater of (i) the
                          benefit that such Participant's Beneficiary would have received with respect to such Unit of Participation
                          had the Participant retired and commenced to receive an Early Retirement Benefit on the day prior to such
                          Participant's death or (ii) a benefit equal to the Pre-Retirement Survivor Benefit.  The Administrative
                          Committee shall determine which benefit is greater on a present value basis using such interest rate as the
                          Administrative Committee may determine in its sole discretion.  Payments will commence upon the
                          Participant's death, irrespective of when Early Retirement Benefit payments would have commenced if the
                          Participant had survived. Such payments shall be made in accordance with the method of payment which the
                          Participant had elected for payment of his Normal or Early Retirement Benefit.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If a Participant dies after Early or Normal Retirement but before commencement of payment of an Early or
                          Normal Retirement Benefit with respect to a Unit of Participation, the Employer will pay to the
                          Participant's Beneficiary the installments of any such benefit that such Participant's Beneficiary would
                          have received with respect to such Unit of Participation had the Participant commenced to receive an Early
                          or Normal Retirement Benefit on the day prior to such Participant's death.  Payments will commence upon the
                          Participant's death, irrespective of when Early or Normal Retirement Benefit payments would have commenced
                          if the Participant had survived. Such payments shall be made in accordance with the method of payment which
                          the Participant had elected for payment of his Normal or Early Retirement Benefit.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If a Participant dies after the commencement of payment of an Early or Normal Retirement Benefit with
                          respect to a Unit of Participation, the Employer will pay to the Participant's Beneficiary the remaining
                          installments of any such benefit that would have been paid to the Participant had the Participant survived.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As an additional benefit, 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'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's death, the amount of such benefit shall be actuarially adjusted based on standard
                          mortality tables.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.7 Termination with
Retirement Eligibility/Involuntary Termination. 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 6.7 shall govern and control with
respect to the distribution of the Plan&#146;s benefits if the benefits offered
by this Section 6.7 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></P>

<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>
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=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accordingly, notwithstanding any other provisions of the Plan, for purposes of application of
this Section 6.7, 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 Section 6.6(b), 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 Section 6.6(b), 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(e) 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=20%>&nbsp;</TD>
<TD WIDTH=80%><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 Participant or
Participant&#146;s Beneficiary(ies) thereby shall be no different as a result of
this Section 6.7 than they would have been had Participant continued in
employment in the absence of this Section 6.7 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=20%>&nbsp;</TD>
<TD WIDTH=80%><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>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.8 Termination Under EPR.
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 6.8 shall govern and control with respect to
the distribution of the Plan&#146;s benefits if the benefits offered by this
Section 6.8 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 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></P>

<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>
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 in Participant&#146;s
special EPR election form 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=20%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accordingly, notwithstanding any other provisions of the Plan, for purposes of application of
this Section 6.8, 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 Section 6.6(b), 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 Section 6.6(b), 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(e) 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=20%>&nbsp;</TD>
<TD WIDTH=80%><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 6.8 than they would have been had Participant
continued in employment in the absence of this Section 6.8 and lived until at
least age fifty-five.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Intentionally Omitted.</U>
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Payment of Benefits.</U>
</font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.1 Intentionally Omitted.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.2 Small Benefit. Notwithstanding any election made by the Participant, the Administrative
Committee will pay any benefit in the form of a lump sum payment if the lump sum
equivalent amount is less than $10,000 when payment of such benefit would
otherwise commence. </FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.3 Emergency Benefit. 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, the balance of
his Deferred Compensation Accounts for one or more Units of Participation as
necessary to meet the emergency (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. Upon
payment of an Emergency Benefit with respect to any Unit of Participation, the
Unit of Participation shall thereupon terminate, and no other benefits shall be
payable under the Plan to either the Participant or any Beneficiary of the
Participant with respect to the Unit of Participation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.4 Commencement of
Payments. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.5 Withholding;
Unemployment Taxes. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.6 Change in Status. 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 of 1988 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.7 Transfer to RWAC.
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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.8 Leave of Absence. 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), all of the Participant&#146;s Units
of Participation shall automatically be frozen upon such leave of absence,
unless otherwise determined by the Administrative Committee. No Participant
deferrals or Employer contributions shall be made during the leave of absence.
However, during the leave of absence (for a period not to exceed six (6)
months), the Participant shall continue to be credited with interest on his
Deferred Compensation Accounts as provided under Section 5.1 and to vest in such
amounts as provided under Section 5.4, and all benefits shall continue to be
payable to the Participant and his Beneficiaries in accordance with Section 6
hereof, except in the case of a political leave (i.e., to campaign for or serve
when elected to a political office, to serve if appointed to public office or
for non-candidate employees to participate in campaigns of candidates for
political office). In the case of such a political leave, except as provided
under Section 8.1, 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 Accounts, which shall be payable to the
Participant&#146;s Beneficiary. If the Participant returns to employment with
the Employer in an employment status which makes him eligible to participate in
this Plan within six (6) months from commencement of the leave of absence,
Participant deferrals and Employer contributions will resume until the end of
the original Unit Deferral Period. If the Participant has not resumed employment
with the Employer in an employment status which makes him eligible to
participate in this Plan within six (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 Accounts shall be paid to the
Participant. </FONT></P>

<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>
This Section 8.8 shall not apply with respect to any period during which a
Participant is suffering from a Disability, and such period of Disability shall
not be included under this Section 8.8 as a portion of a period of leave of
absence.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.9 Ineligible Participant.
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. Upon such payment no Survivor Benefit or other
benefit shall thereafter be payable under this Plan either to the Participant or
any Beneficiary of the Participant, except as provided under Section 8.1. </FONT></P>

<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>
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>
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>
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=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 9</FONT></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>
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>
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>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Discontinuation, Termination, Amendment.</U>
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1 Employer&#146;s Right
to Discontinue Offering Units. The Chairman of the Board may at any time
discontinue offerings of additional Units of Participation with respect to any
or all future Plan Years. Any such discontinuance shall have no affect upon the
deferrals or benefits or the terms or provisions of this Plan as applicable to
any then previously existing Units of Participation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.2 Employer&#146;s Right
to Terminate Plan. The Board may at any time terminate the Plan. Termination of
the Plan shall mean that (1) there shall be no further offerings of additional
Units of Participation with respect to any future Plan Year; (2) Base Salary
shall prospectively cease to be deferred with respect to all Units of
Participation for the then Plan Year and thereafter; and (3) all then currently
existing Units of Participation shall be treated as follows: </FONT></P>

<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>
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 10.2 shall be prorated based upon
the number of months Participant made deferrals with respect to such Unit of
Participation divided by the Unit Deferral Period for that Unit of
Participation.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.3 Amendment. 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 10, 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 10.3, 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 proration
provisions of Section 10.2 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Miscellaneous.</U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.1 Unsecured General
Creditor. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.2 Trust Fund. 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></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.3 Obligations to
Employer. 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 claim to reimbursement for intentional wrongdoing by the
Participant against the Employer or an affiliate. Such determination shall be
made by the Administrative Committee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.4 Nonassignability.
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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.5 Employment Not
Guaranteed. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.6 Protective Provisions.
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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.7 Gender, Singular and
Plural. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.8 Waiver of Benefits. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.9 Captions. The captions
of the articles, sections, and paragraphs of this Plan are for convenience only
and shall not control nor affect the meaning of construction of any of its
provisions. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
11.10    Applicable Law.  This Plan shall be governed and construed in accordance with the laws of the State of Missouri.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.11 Validity. 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.12 Notice. Any notice or
filing required or permitted to be given to the Administrative 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></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
11.13    Successors and Assigns.  This Plan shall be binding upon the Company and its successors and assigns.
 </FONT></P>


<HR>

<p ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                        SBC COMMUNICATIONS INC.<br>
                                                           SENIOR MANAGEMENT<br>
                                             DEFERRED COMPENSATION PLAN OF 1988 AGREEMENT<br>
                                                      19___ UNIT OF PARTICIPATION</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 _____ day of ___________________________,
19___, 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 of 1988 (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
(&#147;Savings Plan&#148;) is _____ percent (___%).  Any subsequent change in this level of participation by the Senior Manager before this Unit
of Participation is completed 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 Base Salary 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 Senior Manager&#146;s Projected Employer Contribution associated with this Unit of Participation is set forth in
Exhibit A attached to this Agreement.  There shall be no duplication of Employer matching contributions, i.e., it is understood that
any Employer matching contributions corresponding to Senior Manager deferrals under this Unit of Participation that are contributed
to the Plan will preclude Employer matching contributions to the Savings Plan with respect to such Senior Manager deferrals, and vice
versa.</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 Pre-Retirement Survivor Benefit in accordance with Section 6.6(a) of the Plan is the greater
of (i) $____________, or (ii) the balance in the Deferred Compensation Account (excluding Short Term Incentive Awards deferred and
interest earned on such awards) divided by the number of months payments are to be made, plus interest; such amounts shall be 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>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The payment option for Participant&#146;s 19___ Unit of Participation shall be the Retirement Benefit Option in
accordance with Section 6.</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;
           This payment option will also apply to payout of any Short Term Incentive Awards deferred and interest earned on such
awards. Such payout is not considered part of the Standard Retirement Benefit.</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>
RETIREMENT BENEFIT OPTION</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;
         (Paragraphs 8 and 9 apply to benefits paid pursuant to the Retirement Benefit Option.)</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;
                  Upon Normal or Early Retirement, the Participant hereby elects: (please initial (a) or (b))</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>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Participant hereby elects to receive any Early Retirement Benefit as follows (please initial (a) or (b)):</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>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Intentionally Omitted</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>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Intentionally Omitted</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>12.&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;
                   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>


<HR>

 <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=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Unit Start Date:  _____________, 19____ <br>
Unit Deferral Period: 48 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</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>19__ (commencing the first day of the month of January)</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>$_____________(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>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>19__</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; _____________(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>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>19__</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; _____________(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>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>19__ (ending the last day of the month of December)</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; _____________(1)</font></TD>
</TR>
</TABLE>
<br>
<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>
<br>
<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>Projected Employer Contribution<br>associated with this Unit of<br> Participation  </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>
<br>
<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>Monthly Pre-Retirement Survivor<br>Benefit associated with this Unit<br> of Participation </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>
 <br>

<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>



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