SBC COMMUNICATIONS INC
EXHIBIT 10-FF
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>sbc10ff.txt
<DESCRIPTION>EXHIBIT 10-FF
<TEXT>
                                                                Exhibit 10-ff
                             SBC COMMUNICATIONS INC.

                        STOCK PURCHASE AND DEFERRAL PLAN

                            Adopted November 19, 2004


Article 1 - Statement of Purpose

     The purpose of the Stock Purchase and Deferral Plan ("Plan") is to increase
stock ownership by, and to provide savings  opportunities  to, a select group of
management employees consisting of Eligible Employees of SBC Communications Inc.
("SBC") and its Subsidiaries.


Article 2 - Definitions

     For the purpose of this Plan,  the  following  words and phrases shall have
the meanings indicated, unless the context indicates otherwise:

     Base Compensation.  The following types of cash-based  compensation paid by
an Employer (but not including  payments made by a  non-Employer,  such as state
disability payments),  before reduction due to any contribution pursuant to this
Plan or reduction  pursuant to any deferral  plan of an Employer,  including but
not  limited to a plan that  includes a qualified  cash or deferral  arrangement
under Section 401(k) of the Code:

         (a)  annual base salary;

         (b)  lump sum payments in lieu of a salary increase;  and

         (c)  Team Award.

     Payments  by an  Employer  under  a  disability  plan  made  in lieu of any
compensation  described  above,  shall be deemed to be a part of the  respective
form  of  compensation  it  replaces  for  purposes  of  this  definition.  Base
Compensation  does  not  include  zone  allowances  or  any  other  geographical
differential  and shall not include  payments made in lieu of unused vacation or
other paid days off, and such payments shall not be contributed to this Plan.

     Determinations  by  SBC  (the  Committee  with  respect  to  Officer  Level
Employees)  of the items  that  make up Base  Compensation  shall be final.  The
Committee may, from time to time, add or subtract  types of  compensation  to or
from the definition of "Base Compensation"  provided,  however,  any addition to
the definition of Base Compensation  shall only be effective with respect to the
next period in which a  Participant  may make an  election to  establish a Share
Deferral Account.

     Business Day. Any day during  regular  business  hours that SBC is open for
business.

     Chief Executive Officer.  The Chief Executive Officer of SBC Communications
Inc.

     Cingular.  Cingular  Wireless  LLC, the successor  thereto,  or a direct or
indirect majority owned subsidiary thereof.

     Code. References to the Code shall be to provisions of the Internal Revenue
Code, as amended,  including  regulations  promulgated  thereunder and successor
provisions.

     Committee.  The Human Resources  Committee of the Board of Directors of SBC
Communications Inc.

     Disability.  Absence of an Employee  from work with an  Employer  under the
relevant Employer's disability plan.

     Disabled.  Where a person either (a) is unable to engage in any substantial
gainful  activity  by reason of any  medically  determinable  physical or mental
impairment  which can be  expected to result in death or can be expected to last
for a continuous  period for not less than 12 months or (b) is, by reason of any
medically  determinable  physical or mental  impairment which can be expected to
result in death or can be expected to last for a  continuous  period of not less
than 12 months,  receiving income replacement  benefits for a period of not less
than 3 months  under an  accident  and health  plan  covering  Employees  of the
Participant's  Employer. It is intended that "Disabled" have the same meaning in
this Plan as in Section 409A of the Code.

     Eligible  Employee.  An Employee who:
     (a) is a full or part time,  salaried  Employee  of SBC or an  Employer  in
which SBC has a direct or indirect 100% ownership  interest and who is on active
duty,  Disability  (but only while such Employee is deemed by the Employer to be
an Employee of such Employer) or Leave of Absence;

     (b) is, as  determined  by SBC,  a member of  Employer's  "select  group of
management or highly  compensated  employees" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended,  and regulations  thereunder
("ERISA"), which is deemed to include each Officer Level Employee; and

     (c) has an employment  status which has been approved by SBC to be eligible
to participate in this Plan or is an Officer Level Employee.

     Notwithstanding  the foregoing,  SBC (the Committee with respect to Officer
Level  Employees)  may,  from time to time,  exclude  any  Employee  or group of
Employees from being deemed an "Eligible Employee" under this Plan.

     In the event a court or other  governmental  authority  determines  that an
individual  was  improperly  excluded  from the  class of  persons  who would be
considered  Eligible  Employees  during a particular  time for any reason,  that
individual  shall not be an Eligible  Employee  for purposes of the Plan for the
period of time prior to such determination.

     Employee.  Any person  employed  by an Employer  and paid on an  Employer's
payroll system,  excluding  persons hired for a fixed maximum term and excluding
persons who are neither  citizens nor permanent  residents of the United States,
all as  determined  by SBC.  For  purposes  of this  Plan,  a person on Leave of
Absence who otherwise would be an Employee shall be deemed to be an Employee.

     Employer. SBC Communications Inc. or any of its Subsidiaries.

     Exercise Price. The price per share of Stock purchasable under an Option.

     Fair  Market  Value or FMV. In valuing  Stock or any other item  subject to
valuation  under this Plan,  the Committee may use such index or  measurement as
the  Committee may  reasonably  determine  from time to time,  and such index or
measurement shall be the FMV of such Stock or other item. In the absence of such
action by the Committee,  FMV means, with respect to Stock, the closing price on
the New York Stock Exchange ("NYSE") of the Stock on the relevant date, or if on
such date the Stock is not  traded on the NYSE,  then the  closing  price on the
immediately preceding date such Stock is so traded.

     Leave of Absence. Where a person is absent from employment with an Employer
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 term of employment,
which  permission is granted (and not revoked) in  conformity  with the rules of
the Employer  that employs the  individual,  as adopted from time to time).  For
purposes  of this  Plan,  a Leave of Absence  shall be deemed to also  include a
transfer by an Employer of a person to, and continuous  employment by, an entity
for a  rotational  work  assignment.  In the event a transfer  to such an entity
lasts more than 5 years or the rotational work assignment  status is canceled by
SBC, it shall be deemed a Termination  of  Employment  with the Employer at that
time for purposes of this Plan. To be a rotational work assignment, the Employer
must have  indicated  in writing to the person that the person was to be rehired
by the Employer upon termination of the rotational work assignment.

     Officer Level Employee.  Any executive officer of SBC, as that term is used
under the Securities Exchange Act of 1934, as amended,  and any Employee that is
an "officer level" Employee for compensation purposes as shown on the records of
SBC.

     Options or Stock Options. Options to purchase Stock issued pursuant to this
Plan.

     Participant.   An  Eligible   Employee  or  former  Eligible  Employee  who
participates in this Plan.

     Plan Year. The period from January 16 through the following January 15.

     Retirement or Retire.  Termination of Employment on or after the earlier of
the following dates, unless otherwise provided by the Committee: (a) for Officer
Level  Employees,  the date the  Participant is at least age 55 and has five (5)
years of Net Credited Service;  or (b) the date the Participant has attained one
of the following combinations of age and Net Credited Service:

                  Net Credited Service         Age
                  10 years or more          65 or older
                  20 years or more          55 or older
                  25 years or more          50 or older
                  30 years or more          Any age

     For purposes of this Plan only, Net Credited Service shall be calculated in
the same manner as "Pension  Eligibility  Service" under the SBC Pension Benefit
Plan - Nonbargained  Program  ("Pension Plan"), as that may be amended from time
to time,  except that  service  with an Employer  shall be counted as though the
Employer were a "Participating  Company" under the Pension Plan and the Employee
was a participant in the Pension Plan.

     Shares  or Share  Units.  An  accounting  entry  representing  the right to
receive an equivalent number of shares of Stock.

     Share Deferral Account or Account.  The Account established  annually by an
election by a Participant  to make Employee  Contributions  to the Plan over the
Plan Year relating to such election.  The Plan Year shall run from and including
January 16 (the  commencement  date of the Share Deferral  Account)  through the
following  January  15. One Share  Deferral  Account  is created by each  yearly
election,  and all Share Units  credited  pursuant to such  election,  including
through Employee Contributions, SBC Matching Contributions, conversions of right
to receive Stock,  earnings on Share Units,  or otherwise,  shall be part of the
same Share  Deferral  Account.  Each annual Account is a separate Share Deferral
Account; only one Share Deferral Account will relate to a Plan Year.

     Short Term Incentive  Award. A cash award paid by an Employer (and not by a
non-Employer,  such as state disability payments) under the Short Term Incentive
Plan or any  successor  plan;  an award  under a similar  plan  intended  by the
Committee  to be in lieu of an award  under  such  Short  Term  Incentive  Plan,
including,  but not  limited  to,  Performance  Units  granted  under  the  2001
Incentive  Plan or any  successor  plan;  or any other award that the  Committee
designates as a Short Term  Incentive  Award  specifically  for purposes of this
Plan (regardless of the purpose of the award).

     Stock. The common stock of SBC Communications Inc.

     Subsidiary. Any corporation,  partnership, venture or other entity in which
SBC holds,  directly or indirectly,  a 50% or greater  ownership  interest.  The
Committee  may,  at  its  sole  discretion,  designate  any  other  corporation,
partnership, limited liability company, venture or other entity a Subsidiary for
the purpose of  participating  in this Plan.  Unless  otherwise  provided by the
Committee,  Cingular  shall be deemed a Subsidiary so long as SBC holds a direct
or indirect 25% interest in Cingular Wireless LLC or its successor.

     Team Award.  The annual  award  determined  to be the "Team  Award" by SBC,
together  with  any  individual  award  determined  by SBC to be the  Individual
Discretionary  Award made in connection  therewith or comparable awards, if any,
determined by SBC to be used in lieu of these awards.

     Termination   of  Employment.   References   herein  to   "Termination   of
Employment," "Terminate Employment" or a similar reference, shall mean the event
where the Employee  ceases to be an Employee of any Employer,  including but not
limited to where the employing company ceases to be an Employer.


Article 3 - Administration of the Plan

3.1  The Committee.
     The Committee  shall be the  administrator  of the Plan and will administer
the Plan, interpret, construe and apply its provisions and determine entitlement
to benefits, all in its discretion.  The Committee may further establish,  adopt
or revise such rules and regulations  and such  additional  terms and conditions
regarding  participation  in the Plan as it may deem  necessary or advisable for
the administration of the Plan. References to determinations or other actions by
SBC, herein, shall mean actions authorized by the Committee, the Chief Executive
Officer,  the  Senior  Executive  Vice  President  of SBC  in  charge  of  Human
Resources,  or their respective successors or duly authorized delegates, in each
case in the  discretion of such person.  All decisions by SBC shall be final and
binding.

3.2  Authorized  Shares of Stock.
     (a) Except as  provided  below,  the number of shares of Stock which may be
distributed  pursuant to the Plan,  exclusive of Article 8, is  21,000,000.  The
number of shares of Stock which may be issued  pursuant to the exercise of Stock
Options is 34,000,000 (together with an equal number of Stock Options). Only the
actual  number of shares  of Stock  that are  issued  (shares  issued  would not
include,  for example,  any  reduction in shares to be issued as a result of tax
withholding in connection with a distribution of Stock,  exercise of options, or
otherwise) shall be counted against the authorized number of shares of Stock. To
the extent an Option issued under this Plan is canceled, terminates, expires, or
lapses for any reason,  such Option shall again be available for issuance  under
the Plan.  Conversions  of Stock  awards  into  Share  Units and their  eventual
distribution  (excluding the effects of any dividends on such Share Units) shall
count only against the limits of the plans from which they  originated and shall
not be applied  against the limits in this Plan.  To the extent  Share Units are
credited  through  deferrals  of  Stock  or  Employee  Contributions  where  the
distribution  of which would be deductible  by SBC under  Section  162(m) of the
Code without regard to the size of the  distribution,  and such deductible Share
Units are  available  for  distribution,  such Share Units shall be  distributed
first.

     (b) In the event the Committee  determines  that continuing the purchase of
Share  Units  under the Plan may cause the number of shares of Stock that are to
be distributed under this Plan (which may take into account, among other things,
the number of Share Units  acquired  and the number of Stock  Options  issued or
required  to be  issued,  reduced by the number of shares of Stock that would be
withheld for income tax purposes) to exceed the number of  authorized  shares of
Stock,  then the  Committee  may cancel  further  purchases  of Share  Units and
require that any further dividend  equivalents on Share Units be paid in cash to
the Participants.

     (c)   In   the   event   of  a   merger,   reorganization,   consolidation,
recapitalization,  separation,  liquidation,  stock dividend, stock split, share
combination,  or other change in the  corporate  structure of SBC  affecting the
shares of Stock  (including a conversion of Stock into cash or other  property),
such  adjustment  shall be made to the  number  and class of the shares of Stock
which may be delivered  under the Plan  (including but not limited to individual
limits),  and in the number and class of and/or price of shares of Stock subject
to  outstanding  Options  granted  under  the  Plan,  and/or  in the  number  of
outstanding Options and Share Units, or such other adjustment  determined by the
Committee,  in each case as may be determined to be appropriate and equitable by
the Committee,  in its sole  discretion,  to prevent  dilution or enlargement of
rights.

3.3  Claims  Procedure.
     Subject to the authority of the Committee  over the Plan, SBC shall appoint
a Claims Board to adjudicate claims brought by or in respect to Participants and
their beneficiaries relating to benefits under the Plan. A Participant may apply
in writing to the Claims Board to make a claim under this Plan. The Claims Board
shall  provide  written  notice  within  90 days to a  Participant  whose  claim
hereunder  has been denied,  setting forth reasons for such denial or explaining
that an extension of the time for processing the claim is necessary,  written in
a manner  calculated  to be  understood  by such person.  After  receipt of such
notice, or expiration of 90 days without any response from the Claims Board, the
Participant  may appeal the  decision  in writing to the Senior  Executive  Vice
President of SBC in charge of Human  Resources,  or to the  person's  successor,
within 90 days,  except that if the  Participant is an Insider,  as that term is
used in the 2001 Incentive Plan, then the  Participant's  appeal shall be to the
Committee.  The Participant shall receive a full and fair review of the decision
denying the claim in accordance with the requirements of ERISA.


Article 4 - Contributions

4.1  Election to Make Contributions.
     (a)  The  Committee  shall   establish  dates  and  other   conditions  for
participation  in the Plan and  making  contributions  as it deems  appropriate.
Except as otherwise provided by the Committee, each year:

     (1) an Employee who is an Eligible  Employee as of April 30 may  thereafter
     make an election on or prior to the last  Business  Day of the  immediately
     following June to establish a Share Deferral  Account in order to elect any
     combination of the following:

          (A) to make  contributions  to the  Plan  ("Employee  Contributions"),
          through payroll deductions, during the immediately following Plan Year
          (which shall be the Plan Year of such Account), to acquire Share Units
          in such Account with any combination of the following:

                    (i) from 6% to 30% (in whole  percentage  increments) of the
               Participant's  monthly Base Compensation,  as the same may change
               from  time  to  time  (Participants  who,  at  the  time  of  the
               determination of their  eligibility to participate in an Account,
               are paid through a "sales plan" involving the use of commissions)
               may contribute up to 40% of Base Compensation, provided that upon
               removal of a  Participant  from such "sales  plan," the  deferral
               election  shall  not  exceed  30% for the rest of the Plan  Year,
               beginning with the Employee  Contributions  relating to the first
               pay period following such change in status; or

                    (ii)  up to  100%  (in  whole  percentage  increments  or in
               dollars) of a Short Term Incentive  Award (with any  contribution
               of a discretionary award related thereto determined  separately).
               If a Participant did not have a target Short Term Incentive Award
               on June 30, but was subsequently granted such an award before the
               end of such Plan  Year,  the  Participant  will be deemed to have
               made the same percentage contribution election for the Short Term
               Incentive Award as the Participant made for Base Compensation.

          (B) to convert up to 100% (in whole  percentage  increments)  of Stock
          that  would  be  distributed  under  the  2001  Incentive  Plan or any
          successor  Plan (other than through the  exercise of stock  options or
          the removal of restrictions on restricted Stock) during such Plan Year
          into an equal  number of Share Units in such  Account;  provided  such
          election would not cause the  recognition of income for Federal income
          tax purposes in respect of the Stock prior to payment  under this Plan
          and so long as the Participant is an Employee or has Retired as of the
          conversion date.

     (2) an Employee who was not an Eligible  Employee as of April 30 but who is
     an Eligible Employee the immediately  following September 30 may thereafter
     make an election on or prior to the last  Business  Day of the  immediately
     following  November  to  establish  a Share  Deferral  Account  in order to
     contribute Base Compensation,  other than Team Award, in the same manner as
     if the Employee was an Eligible Employee as of such April 30.


     (b) The Committee may permit an Eligible  Employee to purchase  Share Units
under  this  Plan  with  amounts  other  than Base  Compensation  or Short  Term
Incentive  Awards on such terms and conditions as such Committee may permit from
time to time. In no event shall an  acquisition  of Share Units pursuant to this
paragraph  (b) or pursuant to the  conversion  of a right to receive  Stock into
Share Units (such as through a  distribution  of Stock under the 2001  Incentive
Plan) result in the crediting of an SBC Matching Contribution or Options.


     (c) No  contribution  of  compensation,  other  than for  performance-based
compensation (as that term is defined under Section 409A of the Code),  shall be
made to the Plan out of  compensation  for  services  where  such  services  are
performed  during  or  before  the  taxable  year of the  election  to make such
Employee  Contributions.  In the case of the above referenced  performance-based
compensation  (based on services performed over a period of at least 12 months),
such election may be made no later than 6 months before the end of the period.

     (d)  Notwithstanding  anything to the  contrary  in this Plan,  no election
shall be  effective to the extent it would  permit an Employee  Contribution  or
distribution to be made that is not in compliance with Section 409A of the Code.
To the extent such election related to Employee Contributions that complied with
such statute and  regulations,  that portion of the election shall remain valid,
except as otherwise provided under this Plan.

     (e) SBC may  refuse or  terminate,  in whole or in part,  any  election  to
purchase  Share  Units  in the Plan at any  time;  provided,  however,  only the
Committee  may take such  action with  respect to persons who are Officer  Level
Employees.

     (f) In the event the Participant takes a hardship withdrawal from a benefit
plan qualified under the Code and sponsored by an Employer, any election to make
Employee  Contributions by such Participant  shall be cancelled on a prospective
basis,  and the  Participant  shall not be permitted to make a new election with
respect to  Employee  Contributions  that would be  contributed  during the then
current and immediately following calendar year.


4.2  Purchase of Share Units.
     (a)  Employee  Contributions  (as well as any  corresponding  SBC  Matching
Contributions)  shall be made  solely  pursuant  to a proper  election  and only
during the  Employee's  lifetime  and while the  Employee  remains  an  Eligible
Employee (if the Employee ceases to be an Eligible Employee, his or her election
to make  Employee  Contributions  shall be  cancelled on a  prospective  basis);
provided,  however,  Termination of Employment of an Eligible Employee shall not
constitute  loss of eligibility  solely with respect to  contribution  of annual
base salary earned prior to  termination  but paid within 60 days  thereafter or
with respect to a Short Term  Incentive  Award paid after  Retirement  (and such
person shall be deemed an Eligible Employee for such contributions).

     (b) The number of Share Units purchased by a Participant  during a calendar
month shall be found by dividing the Participant's Employee Contributions during
the month by the FMV on the last day of such month.

     (c) A contribution  to the Plan shall be made when the  compensation - from
which the  contribution  is to be  deducted - is paid  ("paid,"  as used in this
Plan, includes amounts contributed to the Plan that would have been paid were it
not for an election under this Plan) using the "check date" shown on the related
pay record  (sometimes  referred to as the "paycheck  stub") as the contribution
date (if no "check  date" is  shown,  then the date of the pay  record).  When a
payment is made to correct an underpayment,  or as a delayed  payment,  of gross
compensation for any reason, the related Employee Contribution to the Plan shall
be made when such correcting or delayed payment is made, again using the date on
the pay record.  No correcting or delayed payment may be contributed to the Plan
if it is made after the period  for  making  contributions  in Article 4 for the
Share Deferral Account covering the payment to be corrected.  For example, if an
underpayment is made in June 2005, but not corrected until May 2006,  regardless
of the  cause  of  such  events,  no  part  of  the  correcting  payment  may be
contributed  to  the  Plan.  Where  there  has  been  an  overpayment  of  gross
compensation,   the  amount  of  the  overpayment  will  not  be  considered  in
determining the contribution  amount. In no event shall the Participant have any
recourse against an Employer under this Plan for any  underpayment,  overpayment
or delayed or correcting payment of compensation. In the event a pay period (the
period over which services are rendered for the relevant  compensation)  relates
to services rendered during or before the taxable year of the relevant election,
then only the compensation  relating to services  performed in the calendar year
following the calendar year of the election may be contributed to this Plan. The
Committee may modify or change this paragraph (c) from time to time.


4.3  Reinvestment of Dividends.
     In the month  containing a record date for a cash  dividend on Stock,  each
Share  Deferral  Account shall be credited with that number of Share Units equal
to the declared  dividend per share of Stock,  multiplied  by the sum of (a) the
number of Share  Units held in such  Share  Deferral  Account as of such  record
date,   plus  (b)  all  Share  Units  purchased  after  such  record  date  with
contributions  made on or prior to such record date, and dividing the product by
the FMV on the last day of such month.


Article 5 - SBC Matching Contributions

5.1  SBC Match.
     (a) SBC shall credit each  Participant's  relevant Share  Deferral  Account
with the number of Matching Share Units  (defined  below) found by taking eighty
percent (80%) of the  Participant's  Employee  Contributions  (the "Match Rate")
from no more than six percent (6%) of the  Participant's  Base Compensation (the
"Match  Compensation  Percentage")  contributions  made  during  the month  with
respect to such Share Deferral  Account and dividing the resulting figure by the
FMV of the Stock on the last day of such month  ("SBC  Matching  Contribution").
However,  if during any month the Participant is concurrently  participating  in
this Plan and (1) the match eligible  portion of the SBC Savings Plan (which may
be referred to as "Basic  Allotments") or (2) the match eligible  portion of any
other tax qualified or nonqualified plan of an Employer,  then the monthly Match
Compensation  Percentage  shall be reduced by the  Participant's  match eligible
percentage determined under such other plan.

     In no event  shall  matching  contributions  under  this Plan and all other
plans of SBC and all Employers  combined  (including  but not limited to the SBC
Savings   Plan)  be  paid  with  respect  to  more  than  six  percent  (6%)  of
Participant's monthly Base Compensation,  except as provided below. SBC Matching
Contributions  shall only be paid on Base Compensation  contributed to the Plan.
The  Committee,  in its  discretion,  may reduce or  eliminate  the SBC Matching
Contributions  with respect to those Employee  Contributions  that have not been
the subject of a contribution election by the Participant.

     Notwithstanding  the foregoing,  in the event that the  tax-qualified  plan
applicable to a Participant  provides for a greater match rate and/or applies to
a larger percentage of compensation than this Plan provides,  the Committee may,
to the extent it deems appropriate,  raise the percentage of the Match Rate (set
at 80%,  above) and/or the Match  Compensation  Percentage (set at 6%, above) to
approximate  the  matching  benefit  provided  in such  tax  qualified  plan for
applicable Participants.

     (b) In the sole  discretion  of the  Committee,  in the event the Committee
reduces the number of Options that SBC issues for each Share Unit purchased, the
Committee may provide for the  contribution of a Bonus Matching  Contribution on
such terms as the Committee determines. Such Bonus Matching Contribution may not
exceed 20% of the Participant's  Employee Contributions for the month. The Bonus
Matching  Contribution shall be subject to such terms and conditions as required
by the Committee and, unless  otherwise  provided by the Committee,  to the same
vesting and distribution requirements as SBC Matching Contributions.


5.2  Vesting and Distribution of Share Units Acquired with Matching
     Contributions.
     A  Participant's  interest  in Share  Units  purchased  with  SBC  Matching
Contributions,  as well as  earnings  thereon,  (collectively,  "Matching  Share
Units") shall vest when a Participant shall have three (3) years of Net Credited
Service  (regardless of any subsequent break in service after achieving vesting)
as reflected on the records of SBC. Matching Share Units shall be distributed in
a lump sum, in  accordance  with the Plan's  distribution  provisions  only upon
becoming vested, in the earlier of: (a) the calendar year following the calendar
year of the  Termination of Employment of the  Participant,  or (b) the calendar
year in which the Participant reaches age 55.

     Matching  Share Units  acquired as part of a Share  Deferral  Account  that
commences in or after the calendar year the  Participant  reaches age 55 will be
distributed  in the same  manner  and time as other  Share  Units in such  Share
Deferral Account.

     Upon the  Participant's  Termination of Employment,  all the  Participant's
unvested  Share  Units  shall  be  forfeited  and  shall  not be  reinstated  if
Participant is re-Employed.


Article 6 - Distributions

6.1  Distributions of Share Units.
     (a) Initial Election with Respect to a Share Deferral Account.  At the time
the Participant makes an election to make Employee Contributions with respect to
a Share Deferral Account, the Participant shall also elect the calendar year the
Share Deferral Account shall be distributed,  which may be from one through five
years after the calendar year the Account commenced.  For example, if an Account
commenced in 2005, the Participant may elect to commence the distribution in any
calendar  year  from and  including  2006 to and  including  2010.  If no timely
distribution  election is made by the Participant,  then the Participant will be
deemed to have made an election to have the Share Deferral  Account  distributed
in a single  installment  in the first calendar year after the calendar year the
Account  commenced.  However,  for purposes of the Initial Election only, in the
event the  Participant  Terminates  Employment,  the  distribution  of the Share
Deferral  Unit shall occur in the calendar  year  following the calendar year of
the  Participant's  Termination of  Employment.  If the  Participant  Terminates
Employment but has a Share Deferral  Account that commenced in the same year the
Share  Deferral  Account would be  distributed,  then that Account would instead
distribute in the calendar  year  following  the year of the  contribution.  For
example, if a Retirement  eligible Employee Terminated  Employment in 2005 after
making an election  with regard to an  Incentive  Award to be paid in 2006,  the
Share Deferral Account relating to that award would be distributed in 2007.

     (b)  Election  to Delay a  Scheduled  Distribution.  While an  Employee,  a
Participant  may elect to defer a  scheduled  distribution  of a Share  Deferral
Account for five (5) additional  calendar years beyond that previously  elected.
Unless  otherwise  provided  by  the  Committee,   the  election  to  defer  the
distribution  must be made before the last  Business Day of the December that is
at least one year before the  scheduled  distribution.  An election to defer the
distribution  of a Share  Deferral  Account may not be made in the same calendar
year  that the  election  to  establish  the  Share  Deferral  Account  is made.
Notwithstanding  anything to the contrary in this Plan, (1) an election to defer
the  distribution  of a Share  Deferral  Account must be made at least 12 months
prior to the date of the first  scheduled  payment under the prior  distribution
election  and (2) the  election  shall not take effect  until at least 12 months
after the date on which the election is made.

     (c) A  Participant's  Share  Deferral  Account shall be  distributed to the
Participant on March 10 (or as soon thereafter as  administratively  practicable
as determined by SBC) of the calendar  year elected by the  Participant.  In the
event the  distribution  is to be made to an Officer  Level  Employee  or a "key
employee" (as defined in Section 416(i) of the Code, without regard to paragraph
(5) thereof) as a result of the  Participant's  Termination of  Employment,  the
distribution  shall not occur until the later of such March 10 or six (6) months
after the  Termination  of Employment,  except it shall be distributed  promptly
upon the Participant's earlier death.

6.2  Death of the Participant or if the Participant Becomes Disabled.
     In the  event  of the  death  of a  Participant,  all  undistributed  Share
Deferral  Accounts  shall be  distributed  to the  Participant's  beneficiary in
accordance with the SBC Rules for Employee Beneficiary Designations, as the same
may be amended from time to time.  In the event a Participant  becomes  Disabled
and Terminates  Employment,  all undistributed  Share Deferral Accounts shall be
promptly distributed to the Participant.

6.3  Unforeseeable Emergency Distribution.
     In the  event  that  SBC  (the  Committee  in the  case  of  Officer  Level
Employees),  upon written  petition of the  Participant,  determines in its sole
discretion  that the Participant has suffered an  unforeseeable  emergency,  SBC
shall make such  distributions to the Participant from the  Participant's  Share
Deferral  Accounts (other than Matching Share Units), on a pro-rata basis, as it
deems necessary, as soon as practicable following such determination, subject to
the following. For purposes of this Plan, an unforeseeable emergency is a severe
financial  hardship to the Participant  resulting from an illness or accident of
the Participant, the Participant's spouse, or a dependent (as defined in Section
152(a) of the Code) of the Participant,  loss of the Participant's  property due
to casualty,  or other similar  extraordinary  and  unforeseeable  circumstances
arising as a result of events beyond the control of the Participant. The amounts
distributed with respect to an emergency may not exceed the amounts necessary to
satisfy  such  emergency  plus  amounts   necessary  to  pay  taxes   reasonably
anticipated  as a result of the  distribution,  after  taking  into  account the
extent to which such  hardship is or may be relieved  through  reimbursement  or
compensation  by insurance or otherwise or by liquidation  of the  Participant's
assets (to the extent the  liquidation  of such  assets  would not itself  cause
severe  financial  hardship).  It is the intent of this Plan that this provision
comply with the Unforeseeable  Emergency provisions of Section 409A of the Code.
Upon such  distribution,  any election to make  Employee  Contributions  by such
Participant  shall be immediately  cancelled,  and the Participant  shall not be
permitted to make a new election  with  respect to Employee  Contributions  that
would be contributed during the then current and immediately  following calendar
year.

6.4  Ineligible Participant.
     Notwithstanding  any other provisions of this Plan to the contrary,  if SBC
receives an opinion from counsel  selected by SBC, or a final  determination  is
made by a Federal,  state or local government or agency, acting within its scope
of authority, to the effect that an individual is not, or was not at the time of
his or her making  Employee  Contributions  to this Plan, a member of Employer's
"select group of management or highly compensated  employees" within the meaning
of ERISA, then such person will not be eligible to make further contributions to
the Plan.

6.5  Distribution Process.
     A Share Deferral Account shall be distributed under this Plan by taking the
number of Share Units  comprising the Account to be  distributed  and converting
them into an equal number of shares of Stock.  (Once  distributed,  a Share Unit
shall be canceled.)


Article 7 - Transition Provisions

7.1  Stockholder Approval
     All  acquisitions of Share Units under this Plan are subject to Stockholder
approval  of the  Plan  at the  2005  Annual  Meeting  of  Stockholders.  If the
Stockholders fail to approve the Plan, further  contributions will be terminated
and all funds and Stock  distributions  contributed to the Plan by  Participants
and all funds contributed as SBC Matching Contributions will be promptly paid to
the  Participants,  without  interest,  and,  upon  payment of such amounts to a
Participant, the Participant shall have no further rights under the Plan.


7.2  2005 Share Deferral Accounts.
     Notwithstanding  Article 4 to the  contrary,  if an Employee is an Eligible
Employee on September 30, 2004,  the Employee may make an election under Article
4 on or prior to December 15, 2004, with respect to the establishment of a Stock
Deferral Account for the (i) contribution of Base Compensation and/or Short Term
Incentive  Awards paid during the period from January 1, 2005,  through  January
15, 2006, which shall be the Plan Year for such Stock Deferral  Account;  and/or
(ii) the  conversion  of a  distribution  of Stock that would be made during the
same Plan Year pursuant to the 2001 Incentive Plan into an equal number of Share
Units, so long as such conversion  would not cause the recognition of income for
Federal  income tax purposes in respect of such  distribution  of Stock prior to
distribution of Share Units under this Plan.


Article 8 - Options

8.1  Grants.
     Options  may be  issued in  definitive  form or  recorded  on the books and
records of SBC for the account of the Participant,  at the discretion of SBC. If
SBC elects not to issue the  Options in  definitive  form,  they shall be deemed
issued,  and the Participants  shall have all rights incident thereto as if they
were issued on the dates provided herein,  without further action on the part of
SBC or the  Participant.  In addition to the terms herein,  all Options shall be
subject  to such  additional  provisions  and  limitations  as  provided  in any
Administrative Procedures adopted by the Committee prior to the issuance of such
Options. The number of Options issued to a Participant shall be reflected on the
Participant's annual statement of account.

8.2  Term of Options.
     The  Options  may only be  exercised:  (a)  after  the  earlier  of (i) the
expiration  of one (1)  year  from  date of  issue  or  (ii)  the  Participant's
Termination of Employment, and (b) no later than the tenth (10th) anniversary of
their issue;  and Options  shall be subject to earlier  termination  as provided
herein.

8.3  Exercise Price.
     The  Exercise  Price of an Option shall be the FMV of the Stock on the date
of issuance of the Options.

8.4  Issuance of Options.

     (a)  For each Share Deferral Account established by a Participant:

     (1) on each June 15 the Participant  shall receive two (2) Options for each
     Share Unit  acquired  by the  Participant  as part of such  Share  Deferral
     Account during the  immediately  preceding  January through May period with
     Employee  Contributions  of Base  Compensation  and/or Short Term Incentive
     Award. A fractional number of Options shall be rounded up to the next whole
     number.

     (2) on each February 15 a Participant shall receive:

          (i) two (2) Options for each Share Unit acquired by the Participant as
          part of such Share Deferral  Account during the immediately  preceding
          June  through  January  period  with  Employee  Contributions  of Base
          Compensation and/or Short Term Incentive Award; and

          (ii) two (2) Options for each Share Unit  acquired  prior to such date
          by the  Participant  with  dividend  equivalents  that  were  derived,
          directly or  indirectly  (such as dividend  equivalents  paid on Share
          Units acquired with dividend  equivalents),  from Share Units acquired
          with Employee  Contributions  as part of such Share  Deferral  Account
          during the immediately preceding thirteen (13) calendar months.

     (b) A fractional number of Options shall be rounded up to the next whole
number.

     (c) If  Stock is not  traded  on the  NYSE on any of the  foregoing  Option
issuance dates,  then the Options shall not be issued until the next such day on
which Stock is so traded.

     (d) If a Participant  Terminates Employment other than (i) while Retirement
eligible or (ii) because of death or  Disability,  no further  Options  shall be
issued to or with  respect to such  Participant.  In the event of  re-Employment
following a Termination of Employment, the preceding sentence shall not apply to
those Options resulting from  participation in the Plan after such re-Employment
until a subsequent  Termination of Employment.

     (e) No more than 400,000  Options shall be issued to any  individual  under
this Plan during a calendar  year.  No Share Unit may be counted  more than once
for the issuance of Options.

     (f) The Committee  may, in its sole  discretion,  at any time,  increase or
lower the number of Options that are to be issued for each Share Unit  acquired,
not to  exceed  two (2)  Options  per  Share  Unit  purchased.  However,  if the
Committee lowers the number of Options, then such change shall only be effective
with  respect  to the next Share  Deferral  Account a  Participant  may elect to
establish.

     (g) The Committee may also, at any time and in any manner, limit the number
of Options which may be acquired as a result of the Short Term  Incentive  Award
being  contributed  to the Plan.  Further,  except as otherwise  provided by the
Committee,  in  determining  the number of Options to be issued to a Participant
with respect to a Participant's  contribution of a Short Term Incentive Award to
the Plan and  subsequent  crediting of Share  Units,  Options may be issued only
with respect to an amount which does not exceed the target  amount of such award
(or such other portion of the award as may be determined by the Committee).

     (h) No  options  shall be issued to or in respect  of a  Participant  for a
particular  issuance,  unless at least ten (10)  Options  will be issued to that
Participant.

8.5  Exercise  and  Payment  of  Options.
     Options  shall be  exercised by providing  notice to the  designated  agent
selected  by SBC (if no such  agent has been  designated,  then to SBC),  in the
manner and form  determined by SBC, which notice shall be  irrevocable,  setting
forth the exact  number of shares of Stock  with  respect to which the Option is
being  exercised and including with such notice  payment of the Exercise  Price.
When  Options have been  transferred,  SBC or its  designated  agent may require
appropriate  documentation  that the person or persons exercising the Option, if
other than the Participant,  has the right to exercise the Option. No Option may
be exercised with respect to a fraction of a share of Stock.

     Exercises of Options may be effected only on days and during the hours that
the New York Stock Exchange is open for regular trading or as otherwise provided
or limited by SBC. If an Option expires on a day or at a time when exercises are
not permitted,  then the Options may be exercised no later than the  immediately
preceding date and time that the Options were exercisable.

     The Exercise Price shall be paid in full at the time of exercise.  No Stock
shall be issued or transferred until full payment has been received therefore.

     Payment may be made:

             (a) in cash, or

             (b) unless  otherwise  provided  by the  Committee at any time,and
     subject to such additional terms and conditions and/or modifications as SBC
     may  impose  from  time to time,  and  further  subject  to  suspension  or
     termination of this provision by SBC at any time, by:

               (i) delivery of Stock owned by the  Participant in partial (if in
               partial  payment,  then  together  with  cash)  or full  payment;
               provided,  however,  as a  condition  to  paying  any part of the
               Exercise  Price in Stock,  at the time of exercise of the Option,
               the  Participant  must establish to the  satisfaction of SBC that
               the Stock tendered to SBC must have been held by the  Participant
               for a minimum of six (6) months preceding the tender; or

               (ii) if SBC has designated a stockbroker to act as SBC's agent to
               process Option exercises,  issuance of an exercise notice to such
               stockbroker  together with instructions  irrevocably  instructing
               the stockbroker:  (A) to immediately sell (which shall include an
               exercise  notice that becomes  effective upon execution of a sell
               order) a  sufficient  portion  of the  Stock to pay the  Exercise
               Price  of the  Options  being  exercised  and  the  required  tax
               withholding,  and  (B) to  deliver  on the  settlement  date  the
               portion of the proceeds of the sale equal to the  Exercise  Price
               and tax  withholding to SBC. In the event the  stockbroker  sells
               any Stock on behalf of a Participant,  the  stockbroker  shall be
               acting solely as the agent of the Participant,  and SBC disclaims
               any  responsibility  for the actions of the stockbroker in making
               any such  sales.  No Stock shall be issued  until the  settlement
               date and until the proceeds  (equal to the Exercise Price and tax
               withholding) are paid to SBC.


     If  payment  is made by the  delivery  of  Stock,  the  value of the  Stock
delivered  shall be equal to the FMV of the Stock on the day  preceding the date
of exercise of the  Option.

     Restricted Stock may not be used to pay the Option exercise price.

8.6  Restrictions on Exercise and Transfer.
     No Option shall be transferable except: (a) upon the death of a Participant
in accordance  with SBC's Rules for Employee  Beneficiary  Designations,  as the
same may be amended  from time to time;  and (b) in the case of any holder after
the  Participant's   death,  only  by  will  or  by  the  laws  of  descent  and
distribution. During the Participant's lifetime, the Participant's Options shall
be exercisable only by the Participant or by the Participant's guardian or legal
representative.  After the death of the  Participant,  an Option  shall  only be
exercised  by the holder  thereof  (including  but not limited to an executor or
administrator  of  a  decedent's  estate)  or  his  or  her  guardian  or  legal
representative.

8.7  Termination of Employment.
     (a) Not Retirement Eligible. Unless otherwise provided by the Committee, if
a  Participant   Terminates   Employment  while  not  Retirement   eligible,   a
Participant's Options may be exercised, to the extent then exercisable:

          (i) if such  Termination  of  Employment  is by  reason  of  death  or
          Disability, then for a period of three (3) years from the date of such
          Termination  of Employment or until the  expiration of the stated term
          of  such  Option,  whichever  period  is  shorter;  or

          (ii) if such  Termination of Employment is for any other reason,  then
          for a period  of one (1) year  from  the date of such  Termination  of
          Employment or until the  expiration of the stated term of such Option,
          whichever period is shorter.

     (b) Retirement Eligible.  Unless otherwise provided by the Committee,  if a
Participant  Terminates  Employment while Retirement  eligible,  a Participant's
Option may be  exercised,  to the extent then  exercisable:  (i) for a period of
five (5) years from the date of Retirement  or (ii) until the  expiration of the
stated term of such Option, whichever period is shorter.

     (c)  Re-Employment of a Participant after a Termination of Employment shall
have no effect on the periods  during  which  Options  resulting  from the prior
Employment may be exercised. For example, if the Option exercise period has been
shortened  because  of the  prior  Termination  of  Employment,  it shall not be
extended because of the re-Employment.


Article 9 - Discontinuation, Termination, Amendment.

9.1  SBC's Right to Discontinue Offering Share Units.
     The  Committee may at any time  discontinue  offerings of Share Units under
the Plan. Any such discontinuance shall have no effect upon existing Share Units
or the terms or provisions of this Plan as applicable to such Share Units.

9.2  SBC's Right to Terminate Plan.
     The Committee may terminate the Plan at any time.  Upon  termination of the
Plan, contributions shall no longer be made under the Plan.

     After termination of the Plan, Participants shall continue to earn dividend
equivalents  in the form of Share Units on  undistributed  Share Units and shall
continue to receive all  distributions  under this Plan at such time as provided
in and pursuant to the terms and conditions of Participant's  elections and this
Plan.

9.3  Amendment.
     The Committee may at any time amend the Plan in whole or in part  including
but not limited to  changing  the  formulas  for  determining  the amount of SBC
Matching Contributions under Article 5 or decreasing the number of Options to be
issued under Article 8; provided, however, that no amendment,  including but not
limited to an amendment to this section, shall be effective, without the consent
of a Participant,  to alter, to the material  detriment of such  Participant,  a
Share  Deferral  Account of the  Participant.  For purposes of this section,  an
alteration to the material detriment of a Participant shall include,  but not be
limited to, a material  reduction  in the period of time over which Stock may be
distributed  to a  Participant,  any  reduction in the  Participant's  number of
vested Share Units or Options,  or an increase in the Exercise Price or decrease
in the term of an Option.  Any such  consent may be in a writing,  telecopy,  or
e-mail or in another  electronic format. An election to acquire Share Units with
Employee  Contributions  shall be  conclusively  deemed to be the consent of the
Participant to any and all  amendments to the Plan prior to such  election,  and
such  consent  shall be a  condition  to making  any  election  with  respect to
Employee Contributions.

     Notwithstanding  anything to the contrary  contained in this section of the
Plan,  the Committee may modify this Plan with respect to any person  subject to
the provisions of Section 16 of the Securities  Exchange Act of 1934, as amended
("Exchange Act") to place additional  restrictions on the exercise of any Option
or the transfer of any Stock not yet issued under the Plan.

Article 10 - Miscellaneous.

10.1 Tax Withholding.
     Upon  distribution of Stock,  including but not limited to, shares of Stock
issued  upon the  exercise  of an  Option,  SBC shall  withhold  shares of Stock
sufficient in value,  using the FMV on the date  determined by SBC to be used to
value the Stock for tax  purposes,  to satisfy  the  minimum  amount of Federal,
state,  and  local  taxes  required  by law to be  withheld  as a result of such
distribution.

     Any fractional share of Stock payable to a Participant shall be withheld as
additional  Federal  withholding,  or, at the option of SBC, paid in cash to the
Participant.

     Unless  otherwise  determined by the Committee,  when the method of payment
for the  Exercise  Price is from the sale by a  stockbroker  pursuant to Section
8.5, hereof,  of the Stock acquired  through the Option  exercise,  then the tax
withholding shall be satisfied out of the proceeds. For administrative  purposes
in  determining  the amount of taxes due,  the sale price of such Stock shall be
deemed to be the FMV of the Stock.

10.2 Elections and Notices.
     Notwithstanding  anything  to the  contrary  contained  in this  Plan,  all
elections  and  notices  of every  kind  under  this Plan shall be made on forms
prepared by SBC or the General  Counsel,  Secretary or Assistant  Secretary,  or
their respective delegates or shall be made in such other manner as permitted or
required by SBC or the General  Counsel,  Secretary or Assistant  Secretary,  or
their  respective  delegates,  including  through  electronic  means,  over  the
Internet or otherwise. An election shall be deemed made when received by SBC (or
its  designated  agent,  but only in cases where the  designated  agent has been
appointed  for the  purpose of  receiving  such  election),  which may waive any
defects in form.  Unless made irrevocable by the electing person,  each election
with regard to making Employee  Contributions or distributions of Share Deferral
Accounts  shall become  irrevocable  at the close of business on the last day to
make such election. SBC may limit the time an election may be made in advance of
any deadline.

     If not  otherwise  specified  by this  Plan or SBC,  any  notice  or filing
required or  permitted  to be given to SBC under the Plan shall be  delivered to
the principal  office of SBC,  directed to the attention of the Senior Executive
Vice  President in charge of Human  Resources  for SBC or his or her  successor.
Such notice shall be deemed given on the date of delivery.

     Notice to the  Participant  shall be deemed  given when  mailed (or sent by
telecopy) to the  Participant's  work or home address as shown on the records of
SBC or, at the option of SBC, to the  Participant's  e-mail  address as shown on
the records of SBC. It is the  Participant's  responsibility  to ensure that the
Participant's  addresses  are kept up to date on the records of SBC. In the case
of notices affecting multiple Participants,  the notices may be given by general
distribution at the Participants' work locations.

     By participating in the Plan, each Participant  agrees that SBC may provide
any documents  required or permitted under the Federal or state securities laws,
including but not limited to the  Securities  Act of 1933,  as amended,  and the
Securities Exchange Act of 1934, as amended, by e-mail, by e-mail attachment, or
by notice by e-mail of electronic delivery through SBC's Internet Web site or by
other electronic means.

10.3 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 any Employer. No assets of any Employer shall 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
any Employer  under this Plan. Any and all of each  Employer's  assets shall be,
and remain, the general,  unpledged,  unrestricted assets of such Employer.  The
only  obligation  of an  Employer  under  the Plan  shall be  merely  that of an
unfunded  and  unsecured   promise  of  SBC  to   distribute   shares  of  Stock
corresponding to Share Units and Options, under the Plan.

10.4 Offset.
     SBC may offset  against the amount of Stock  otherwise  distributable  to a
Participant,  any amounts due an Employer by a  Participant,  including  but not
limited to  overpayments  under any  compensation or benefit plans. In addition,
SBC may also cancel a Stock Option to satisfy such an obligation to an Employer.
For this purpose,  each Stock Option shall be valued by subtracting the Exercise
Price of the Stock Option from the FMV of the Stock on such date.

10.5 Non-Assignability.
     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,  shares of Stock
corresponding to Share Units under the Plan, if any, or any part thereof,  which
are,  and all rights to which are,  expressly  declared to be  unassignable  and
non-transferable.  No part of the  Stock  distributable  shall,  prior to actual
distribution,  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's or any other person's bankruptcy or insolvency.

10.6 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 an Employer or to serve as a director.

10.7 Errors.
     At any time SBC or an  Employer  may  correct any error made under the Plan
without  prejudice to SBC or any Employer.  Such corrections may include,  among
other  things,  changing or revoking a Stock Option  issuance,  canceling  Share
Units and refunding contributions to a Participant with respect to any period he
or she made Employee  Contributions while not an Eligible Employee, or canceling
the enrollment of a non-Eligible Employee. Neither SBC nor any Employer shall be
liable for any damages  resulting from failure to timely allow any  contribution
to be made to the Plan or for any damages resulting from the correction of, or a
delay in correcting, any error made under the Plan. In no event shall SBC or any
Employer be liable for  consequential  or  incidental  damages  arising out of a
failure to comply with the terms of the Plan.

10.8 Captions.
     The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control nor affect the meaning or construction of
any of its provisions.

10.9 Governing Law.
     To the extent not preempted by Federal law, the Plan,  and all benefits and
agreements hereunder, and any and all disputes in connection therewith, shall be
governed by and construed in accordance with the  substantive  laws of the State
of Texas,  without  regard to conflict or choice of law  principles  which might
otherwise refer the construction,  interpretation or enforceability of this Plan
to the substantive law of another jurisdiction.

     Because  benefits under the Plan are granted in Texas,  records relating to
the Plan and benefits thereunder are located in Texas, and the Plan and benefits
thereunder are administered in Texas,  SBC and the Participant  under this Plan,
for  themselves  and their  successors  and assigns,  irrevocably  submit to the
exclusive  and sole  jurisdiction  and venue of the state or  Federal  courts of
Texas with  respect to any and all  disputes  arising out of or relating to this
Plan, the subject matter of this Plan or any benefits under this Plan, including
but not limited to any disputes arising out of or relating to the interpretation
and  enforceability of any benefits or the terms and conditions of this Plan. To
achieve  certainty  regarding  the  appropriate  forum in which to prosecute and
defend  actions  arising  out  of or  relating  to  this  Plan,  and  to  ensure
consistency in application and  interpretation of the Governing Law to the Plan,
the parties  agree that (a) sole and  exclusive  appropriate  venue for any such
action shall be an  appropriate  Federal or state court in Bexar County,  Texas,
and no other,  (b) all claims with respect to any such action shall be heard and
determined  exclusively in such Texas court,  and no other, (c) such Texas court
shall have sole and exclusive  jurisdiction  over the person of such parties and
over the subject matter of any dispute  relating hereto and (d) that the parties
waive any and all  objections  and defenses to bringing  any such action  before
such  Texas  court,  including  but not  limited  to those  relating  to lack of
personal jurisdiction, improper venue or forum non conveniens.

10.10 Plan to Comply with Section 409A.
     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.  Notwithstanding  any provision to
the contrary in this Plan,  each  provision in this Plan shall be interpreted to
permit the deferral of  compensation in accordance with Section 409A of the Code
and any provision that would conflict with such requirements  shall not be valid
or enforceable.

10.11 Successors and Assigns.
      This Plan shall be binding upon SBC and its successors and assigns.

</TEXT>
</DOCUMENT>
