ex10dd.htm


    EXHIBIT
DD

    MASTER

    TRUST
AGREEMENT FOR

    SOUTHWESTERN
BELL CORPORATION

    


    


    DEFERRED
COMPENSATION PLANS AND OTHER

    EXECUTIVE
BENEFIT PLANS

    


    


    By and
Between

    


    


    SOUTHWESTERN
BELL CORPORATION,

    


    PARTICIPATING
TRUST TRUSTEES

    


    And

    


    BOATMEN'S
TRUST COMPANY, AS TRUSTEE

    


    


    


    


    MASTER
TRUST AGREEMENT FOR

    SOUTHWESTERN
BELL CORPORATION

    SENIOR
MANAGEMENT DEFERRED COMPENSATION PLANS AND

    OTHER
EXECUTIVE BENEFIT PLANS

    


    This
Trust Agreement is made and entered into by and between SOUTHWESTERN BELL
CORPORATION, a Delaware corporation (the "Company"), BOATMEN'S TRUST COMPANY, a
Missouri corporation (the "Trustee"), and Boatmen's Trust Company as trustee of
each Participating Trust (as such term is hereinafter defined). Boatmen's Trust
Company acting in its capacity as trustee of each Participating Trust is
hereinafter referred to as the "Participating Trust Trustee". The parties agree
as follows:

    


    The
Company and the Participating Trust Trustees hereby establish with the Trustee a
trust to hold all monies and other property, together with the earnings, income,
additions and appreciation thereon and thereto, as shall be paid or transferred
to it hereunder in accordance with the terms and conditions of this Trust
Agreement. The Trustee hereby accepts the trust established under this Trust
Agreement and agrees to hold, IN TRUST, all monies and other property
transferred to it hereunder for the uses and purposes and upon the terms and
conditions set forth herein, and the Trustee further agrees to discharge and
perform fully and faithfully all of the duties and obligations imposed upon it
under this Trust Agreement.

    


    PREAMBLE

    


    The
Company and the Participating Trust Trustees have entered into the following
trust agreements, each of which is incorporated herein by this reference,
thereby establishing eight separate trusts (each of which is referred to herein
as a "Participating Trust"):

    


    · Trust
Agreement for Southwestern Bell Corporation

    Senior
Management Deferred Compensation Plan of 1988

    · Trust
Agreement for Southwestern Bell Corporation

    Senior
Management Deferred Compensation Plan of 1988 (Early Payment
Option)

    · Trust
Agreement for Southwestern Bell Corporation

    Senior
Management Deferred Compensation Plan

    · Trust
Agreement for Southwestern Bell Corporation

    Management
Deferred Compensation Plan of 988

    · Trust
Agreement for Southwestern Bell Corporation

    Management
Deferred Compensation Plan

    · Trust
Agreement for Southwestern Bell Corporation

    Compensation
Deferral Plan

    · Trust
Agreement for Southwestern Bell Corporation

    Senior
Management Supplemental Retirement Income Plan

    · Trust
Agreement for Southwestern Bell Corporation

    Management
Pension Plan (Benefits In Excess of Code ss. 415 Limitations)

    


    The
Company and the Participating Trust Trustees wish to establish his trust to
facilitate the administration of the Participating Trusts.

    


    The
Company and/or the respective Participating Trust Trustee shall provide the
Trustee with certified copies of the following items: (i) Participating Trust
Agreement; and (ii) lists and specimen signatures of representatives authorized
to take action in regard to the administration of the Participating Trust and/or
this trust, including any changes of such representatives promptly following any
such change.

    


    The
purpose of this trust is to facilitate the administration of the Participating
Trusts which were themselves each established for the benefit of eligible
participants of the plan to which the Participating Trust relates (each such
plan being hereinafter referred to as a "Plan").

    


    This
trust shall be and hereby is declared to be subject to the provisions of each
Participating Trust.

    


    The
Company and the Participating Trust Trustees and the Trustee agree that the
trust hereby created has been established to facilitate the administration of
the Participating Trusts (which themselves were each established to pay
obligations of the Company pursuant to a Plan) and is subject to the rights of
general creditors of the Company, and accordingly is a grantor trust under the
provisions of Sections 671 through 677 of the Internal Revenue Code of 1986 as
amended (the "Code"). The Company hereby agrees to report all items of income
and deduction of the trust on its own income tax returns; and the Company shall
have no right to any distributions from the trust or any claim against the trust
for funds necessary to pay any income taxes which the Company is required to pay
on account of reporting the income of the trust on its income tax returns. No
contribution to or income of the trust is intended to be taxable to Plan
participants until benefits are distributed to them.

    


    Each Plan
is intended to be "unfunded" and maintained "primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees" for purposes of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and as such is intended not to be covered by
Parts 2 through 4 of subtitle B of Title I of ERISA (relating to participation
and vesting, funding and fiduciary responsibility). The existence of this trust
is not intended to alter this characterization of any Plan.

    


    Any
additional trust may become a Participating Trust hereunder with the consent of
the Company and the Trustee upon adoption of this Agreement and delivery to the
Trustee of assets to purchase units hereunder for such trust in accordance with
2.1 and 3.3 hereof.

    


    ARTICLE
I

    


    Effective
Date; Duration

    


    1.1         Effective
Date and Trust Year

    


    This
trust shall become effective when the Trust Agreement has been executed by the
Company, the Participating Trust Trustees and the Trustee and the Company and/or
a Participating Trust Trustee has made a contribution to the trust. The trust
year shall be the calendar year.

    


    1.2       Duration

    


    1.2.1              This
trust shall continue in effect until all assets of the trust fund are exhausted
through distribution of Participating Trust assets in accordance with the
provisions of the Participating Trusts or return of Participating Trust assets
to the Participating Trust Trustees or to the Company in accordance with
Participating Trust provisions. Notwithstanding the foregoing, this trust shall
terminate on the day before twenty-one years after the death of the last
survivor of all of the present or future participants in any Plan who are now
living and those persons now living who are designated as beneficiaries of any
such participants in accordance with the terms of any Plan.

    


    ARTICLE
II

    


    Trust
Fund

    


    2.1       Contributions

    


    The Company and the Participating
Trust Trustees hereby establish with the Trustee, and the Trustee hereby
accepts, a trust consisting of such cash or other property acceptable to the
Trustee as shall be paid or delivered to the Trustee from time to time by the
Company or any Participating Trust Trustee together with the earnings, income,
additions and appreciation thereon and thereto. All such payments and deliveries
of cash or other property shall be deemed to be made as of the Valuation Date
(as such term is hereinafter defined) coinciding with or next following such
payment or delivery and shall purchase units in accordance with the provisions
of 3.3. With respect to contributions made by the Company, the Company shall
designate the Participating Trust for which such contributions are made;
provided, however, the Company may designate that funds it contributes not be
allocated to any Participating Trust but instead that such contribution be
allocated to the Company's account that shall be maintained hereunder. The
Trustee shall hold the fund in trust and manage and administer it in accordance
with the terms and provisions of this Agreement.

    


    Before a Potential Change in Control
(as such term is defined in the Participating Trusts), subject to 3.2.1, the
Trustee shall transfer from the Company's account hereunder to the account of
any Participating Trust such amount as the Company directs. Upon a Potential
Change in Control, any funds then held in the Company's account hereunder shall
be allocated as of the Valuation Date coinciding with or next following the
Potential Change in Control to the Participating Trusts hereunder. The amount
allocated to each such Participating Trust shall be that portion of the total
amount in the Company's account that is proportional to the ratio of a
Participating Trust's Potential Change in Control Funding Amount (as such term
is defined in the Participating Trusts) to the aggregate of the Potential Change
in Control Funding Amounts of all of the Participating Trusts.

    


    2.2       Investments

    


    2.2.1              The
trust fund may be invested primarily in insurance or annuity contracts
("Contracts"). Such Contracts may be purchased by the Company and transferred to
the Trustee by the Company or a Participating Trust Trustee as in-kind
contributions or may be purchased by the Trustee with the proceeds of cash
contributions (or may be purchased upon direction by the Company pursuant to
2.2.2 or an Investment Manager pursuant to 2.2.4). The Company's contributions
to the trust shall include sufficient cash to make projected premium payments on
such Contracts and payments of interest due on loans secured by the cash value
of such Contracts, unless the Company makes such payments directly. The Trustee
shall have the power to exercise all rights, privileges, options and elections
granted by or permitted under any Contract or under the rules of the issuing
insurance company ("Insurer"), including the right to obtain policy loans
against the cash value of the Contract. The Company or a Participating Trust
Trustee or a Committee (as such term is defined in the Participating Trusts) may
from time to time direct the Trustee in writing as to the designation of the
beneficiary of a Plan participant under a Contract for any part of the death
benefits payable to such beneficiary thereunder, and the Trustee shall file such
designation with the Insurer.

    


    2.2.2              The
trustee shall invest the trust fund in accordance with written directions by the
Company. However, after a Change in Control (as such term is defined in the
Participating Trusts) no investments shall be made in any securities or
instruments issued by the Company or other assets of the Company without the
written Consent of Participants (as such term is defined in the Participating
Trusts). The Trustee shall act only as an administrative agent in carrying out
directed investment transactions and shall not be responsible for the investment
decision. If a directed investment transaction violates any duty to diversify,
to maintain liquidity or to meet any other investment standard under this trust
or applicable law, the entire responsibility shall rest upon the Company. The
Trustee shall be fully protected in acting upon or complying with any investment
objectives, guidelines, restrictions or directions provided in accordance with
this paragraph.

    


    Notwithstanding the foregoing, after
a Change in Control the Company shall no longer be entitled to direct the
Trustee with respect to the investment of the trust fund pursuant to this 2.2.2,
unless the Written Consent of Participants is obtained for the Company to
continue to have this right pursuant to this 2.2.2. If such written Consent of
Participants is not obtained, the trust fund shall be invested by the Trustee
pursuant to 2.2.3 or an Investment Manager pursuant to 2.2.4 and the Trustee or
Investment Manager shall also have the right to invest the trust fund primarily
in insurance or annuity contracts pursuant to 2.2.1.

    


    2.2.3              
If the Trustee does not receive instructions from the Company for the investment
of part or all of the trust fund, the Trustee shall invest and reinvest the
assets of the trust as the Trustee, in its sole discretion, may deem
appropriate, including (without limiting the generality of the foregoing)
improved and unimproved real property, whether or not income producing, common
and preferred stocks, shares or certificates of participation issued by
investment companies, investment trusts and mutual funds, common or pooled
investment funds, bonds, debentures, mortgages, deeds of trust, insurance and
annuity contracts, notes secured by real or personal property, leases, ground
leases, limited partnership interests, real or personal property interests
owned, developed or managed by joint ventures or limited partnerships,
obligations of governmental bodies, both domestic and foreign, notes, commercial
paper, certificates of deposit, and other securities or evidences of
indebtedness, secured or unsecured, including variable amount notes, convertible
securities of all types and kinds, interest-bearing savings or deposit accounts
with any federally-insured bank (including the Trustee or an affiliate of the
Trustee) or any savings and loan association, and any other property permitted
as trust investments under applicable law; provided, however, the Trustee is
hereby specifically authorized to sell covered call options but shall not
purchase such options or otherwise deal in options or futures
contracts.

    


    The
Trustee is hereby specifically authorized to invest in any common or pooled
investment fund or mutual fund now or hereafter maintained by the Trustee or an
affiliate of the Trustee and any interest-bearing savings or deposit accounts
with the banking department of the Trustee or an affiliate of the
Trustee.

    


    2.2.4              The
Company may appoint one or more investment managers ("Investment Manager")
subject to the following provisions:

    


    (a) The Company may appoint one or more
Investment Managers to manage (including the power to acquire and dispose of) a
specified portion of the assets of the trust (hereinafter referred to as that
Investment Manager's "Segregated Fund"). Any Investment Manager so appointed
must be either (A) an investment adviser registered as such under the Investment
Advisers Act of 1940, (B) a bank, as defined in that Act, or (C) an insurance
company qualified to perform services in the management, acquisition or
disposition of the assets of trusts under the laws of more than one state; and
any Investment Manager so appointed must acknowledge in writing to the Company
and to the Trustee that it is a fiduciary with respect to the Plans. The
Trustee, until notified in writing to the contrary, shall be fully protected in
relying upon any written notice of the appointment of an Investment Manager
furnished to it by the Company.  In the event of any vacancy in the
office of Investment Manager, the Trustee shall be deemed to be the Investment
Manager of that Investment Manager's Segregated Fund until an Investment Manager
thereof shall have been duly appointed; and in such  event, until an
Investment Manager shall have been so  appointed and qualified,
references herein  to the Trustee's acting in respect of that
Segregated Fund pursuant to direction from the Investment Manger shall be deemed
to  authorize  the  Trustee to act in its own
discretion in managing and controlling the assets of that Segregated Fund, and
subparagraph (c) below shall have no effect with respect thereto and shall be
disregarded.

    


    (b) Each Investment Manager appointed
pursuant to subparagraph (a) above shall have exclusive authority and discretion
to manage and control the assets of its Segregated Fund and may invest and
reinvest the assets of the Segregated Fund in any investments in which the
Trustee is authorized to invest under 2.2.3, subject to the limitations of 2.2.3
and subject to the terms and limitations of any written instruments pertaining
to its appointment as Investment Manager. Copies of any such written instruments
shall be furnished to the Trustee. In addition, each Investment Manager from
time to time and at any time may delegate to the Trustee (or in the event of any
vacancy in the office of Investment Manager, the Trustee may exercise in respect
of that Investment Manager's Segregated Fund) discretionary authority to invest
and reinvest otherwise uninvested cash held in its Segregated Fund temporarily
in bonds, notes or other evidences of indebtedness issued or fully guaranteed by
the United States of America or any agency or instrumentality thereof,
or  in other obligations of a short-term nature, including prime
commercial obligations or part interests therein.

    


    (c) Unless the Trustee knowingly
participates in, or knowingly undertakes to conceal, an act or omission of an
Investment Manager, knowing such act or omission to be a breach of the fiduciary
responsibility of the Investment Manager with respect to any Plan, the Trustee
shall not be liable for any act or omission of any Investment Manager and shall
not be under any obligation to invest or otherwise manage the assets of any Plan
that are subject to the management of any Investment Manager. Without limiting
the generality of the foregoing, the Trustee shall not be liable by reason of
its taking or refraining from taking at the direction of an Investment Manager
any action in respect of that Investment Manager's Segregated Fund. The Trustee
shall be under no duty to question or to make inquiries as to any direction or
order or failure to give direction or order by any Investment Manager; and the
Trustee shall be under no duty to make any review of investments acquired for
the trust at the direction or order of any Investment Manager and shall be under
no duty at any time to make any recommendation with respect to disposing of or
continuing to retain any such investment.

    


    2.3         Excess
Assets

    


    Excess Assets (as such term is
defined in the Participating Trusts) allocable to any Participating Trust that
are held in this trust may be returned to the Company in accordance with the
provisions of such Participating Trust and 3.2 hereof. Funds not allocated to
any Participating Trust shall not be returned to the Company (payments made out
of the Company's account on behalf of a Participating Trust pursuant to 3.2
shall not constitute a return to the Company of any unallocated
funds).

    


    2.4         Subtrusts

    


    2.4.1              Upon
written direction of the Company, the Trustee shall establish a separate
subtrust ("Subtrust") for each participant in a Plan. The Subtrust shall reflect
an undivided interest in the Participating Trust's assets of the trust fund and
shall not require any segregation of particular assets. In the event the Company
directs the Trustee to establish separate Subtrusts, the Company shall direct
the Trustee with respect to the allocation of assets of the trust fund among
each separate Subtrust. After a Change in Control, any such direction by the
Company with respect to the allocation of assets of the trust fund among
separate Subtrusts may be made only with the Written Consent of Participants
affected thereby. If the Trustee does not receive a valid direction with respect
to the allocation of assets of the trust fund among separate Subtrusts within 90
days after such Subtrusts are established, the assets of the trust fund or
affected portion thereof shall be allocated in accordance with the provisions of
the applicable Participating Trust. With respect to any new contributions to the
trust by the Company after separate Subtrusts have been established, the Company
shall designate each participant for which such contributions are made. The
Trustee shall have no duty to inquire whether any of the foregoing allocations
of assets of the trust fund or contributions to the trust are made in compliance
with the terms of any Plan.

    


    After establishment of separate
Subtrusts, the interest of each Subtrust in this trust shall be accounted for as
a separate fund of the trust and no part of the assets allocable to one
participant and his/her Subtrust shall be utilized to provide any benefits under
any Plan to any other participant.

    


    The Trustee shall allocate investment
earnings and losses of the trust fund among the Subtrusts in proportion to their
account balances.  Payments to general creditors during Insolvency
Administration under 5.2 shall be charged against each Subtrust in proportion to
its account balance plus payment therefrom to the beneficiary thereof made
during the previous duration of said Subtrust, except that payment of benefits
to a Plan participant as a general creditor shall be charged against the
Subtrust for that participant.

    


    2.4.2              Upon
direction of a Participating Trust Trustee, the Trustee shall establish a
separate subtrust for each participant (each a "Participant Trust") in a Plan.
The Participant Trust shall reflect an undivided interest in the Participating
Trust's assets of the trust fund and shall not require any segregation of
particular assets. The assets of the trust shall be allocated to such separate
Participant Trusts in accordance with the provisions of the applicable
Participating Trust.  After such allocation, the interest of each
Participant Trust in this trust shall be accounted for as a separate fund of the
trust and no part of the assets allocable to one participant and his/her
Participant Trust shall be utilized to provide any benefits under any Plan to
any other participant.

    


    (a)  With respect to any new
contributions to the trust by the Company after the Participant Trusts have been
established, the Company shall designate each participant and his/her associated
Participant Trust for which such contributions are made.

    


    (b)Investment earnings and losses of
the trust fund of the Plan shall be allocated among the Participant Trusts in
proportion to their account balances.  Payments to general creditors
during Insolvency Administration shall be charged, until each such trust is
exhausted, against each Participant Trust in proportion to its account balance
plus payments therefrom to the beneficiary thereof made during the previous
duration of said Participant Trust, except that payment of benefits to a Plan
participant as a general creditor shall be charged against the appropriate
Participant Trust for that participant.

    


    (c) Following the establishment of
Participant Trusts, a Plan's benefits shall be paid to each participant or
his/her beneficiary(ies) in accordance with the terms of the Plan until all
assets allocable to his/her Participant Trust are
exhausted.  Thereafter, a participant shall have no claim against any
of the other assets of this trust. Notwithstanding the foregoing, if at any time
after the establishment of Participant Trusts, the value of a participant's
Participant Trust shall be $100,000 or less, distribution of the value of such
Participant Trust shall be made by the Trustee to such participant at such time
in a lump sum. Thereafter, such participant shall have no claim against any of
the other assets of this trust, but shall retain any rights which he may have
against the Company pursuant to the Plan.

    


    (d)  If at any time after the
establishment of Participant Trusts in accordance with this 2.4.2, the Company
shall fund the trust to the level required by the applicable Participating Trust
to avoid the establishment of separate Participant Trusts, then at the Company's
option and upon notice by the Company to the Trustee to such effect, the
requirement of this 2.4.2 for separate Participant Trusts shall cease (and the
provisions related thereto shall have no force or effect) and such requirement
shall thereafter recommence only if the Participating Trust funding level
thereafter falls below the level described in the applicable Participating
Trust  as requiring the establishment of separate Participant
Trusts.

    


    2.5              Substitution
of Other Property

    


    2.5.1             The
Company shall have the power to reacquire part or all of the trust fund at any
time, by substituting for it other readily marketable property of equivalent
value, net of any costs of disposition. Such power is exercisable in a
nonfiduciary capacity and may be exercised without the consent of participants
or any other person.

    


    2.5.2              The
value of any insurance Contracts reacquired under 2.5.1 shall be the present
value of future projected cash flow or benefits payable under the Contract, but
not less than the cash surrender value. The projection shall include death
benefits based on reasonable mortality assumptions. The value of all other
assets in the trust fund shall be fair market value. Values shall be determined
by the Trustee and may be based on the determination of Experts (See
2.6.2).

    


    2.6              Administrative
Powers of Trustee

    


    2.6.1              Subject
in all respects to applicable provisions of this Trust Agreement, the
Participating Trust Agreements and the Plans, including limitations on
investment of the trust fund, the Trustee shall have the rights, powers and
privileges of an absolute owner when dealing with property of the trust,
including (without limiting the generality of the foregoing) the powers listed
below:

    


    (a) To
sell, convey, transfer, exchange, partition, lease, and otherwise dispose of any
of the assets of the trust at any time held by the Trustee under this Trust
Agreement;

    


    (b) To
exercise any option, conversion privilege or subscription right given the
Trustee as the owner of any security held in the trust; to vote any corporate
stock either in person or by proxy, with or without power of substitution; to
consent to or oppose any reorganization, consolidation, merger, readjustment of
financial structure, sale, lease or other disposition of the assets of any
corporation or other organization, the securities of which may be an asset of
the trust; and to take any action in connection therewith and receive and retain
any securities resulting therefrom;

    


    (c) To
deposit any security with any protective or reorganization committee, and to
delegate to such committee such power and authority with respect thereto as the
Trustee may deem proper, and to agree to payout of the trust such portion of the
expenses and compensation of such committee as the Trustee, in its discretion,
shall deem appropriate;

    


    (d) To
cause any property of the trust to be issued, held or registered in the name of
the Trustee as trustee, or in the name of one or more of its nominees, or one or
more nominees of any system for the central handling of securities, or in such
form that title will pass by delivery, provided that the records of the Trustee
shall in all events indicate the true ownership of such property;

    


    (e) To
renew or extend the time of payment of any obligation due or to become
due;

    


    (f) To
commence or defend lawsuits or legal or administrative proceedings; to
compromise, arbitrate or settle claims, debts or damages in favor of or against
the trust; to deliver or accept, in either total or partial satisfaction of any
indebtedness or other obligation, any property; to continue to hold for such
period of time as the Trustee may deem appropriate any property so received; and
to pay all costs and reasonable attorneys' fees in connection therewith out of
the assets of the trust;

    


    (g) To
grant options to purchase or to acquire options to purchase any real
property;

    


    (h) To
foreclose any obligation by judicial proceeding or otherwise;

    


    (i) To
manage any real property in the trust in the same manner as if the Trustee were
the absolute owner thereof, including the power to lease the same for such term
or terms within or beyond the existence of the trust and upon such conditions,
including (but not by way of limitation) agreements for the purchase or disposal
of buildings thereon and options to the tenant to renew such lease from time to
time, or to purchase such property, as the Trustee may deem proper;

    


    (j) To
borrow money from any person in such amounts, upon such terms and for such
purposes as the Trustee, in its discretion, may deem appropriate; and in
connection therewith, to execute promissory notes, mortgages or other
obligations and to pledge or mortgage any trust assets as security; and to lend
money on a secured or unsecured basis to any person other than a party in
interest;

    


    (k) To
appoint one or more persons or entities as ancillary trustee or sub-trustee for
the purpose of investing in and holding title to real or personal property or
any interest therein located outside the State of Missouri; provided that any
such ancillary trustee or sub-trustee shall act with such power, authority,
discretion, duties, and functions of the Trustee as shall be specified in the
instrument establishing such ancillary or subtrust, including (without
limitation) the power to receive, hold and manage property, real or personal, or
undivided interests therein; and the Trustee may pay the reasonable expenses and
compensation of such ancillary trustees or sub-trustees out of the
trust;

    


    (l) To
deposit any securities held in the trust with a securities
depository;

    


    (m) To
hold such part of the assets of the trust uninvested for such limited periods of
time as may be necessary for purposes of orderly account administration or
pending required directions, without liability for payment of
interest;

    


    (n) To
determine how all receipts and disbursements shall be credited, charged or
apportioned as between income and principal, and the decision of the Trustee
shall be final and not subject to question by any participant or beneficiary of
the trust; and

    


    (o)
Generally to do all acts, whether or not expressly authorized, which the Trustee
may deem necessary or desirable for the orderly administration or protection of
the trust fund.

    


    2.6.2              The
Trustee may engage one or more independent attorneys, accountants, actuaries,
appraisers or other experts (each an "Expert") for any purpose, including the
determination of Excess Assets (as such term is defined in the Participating
Trusts). The determination of an Expert shall be final and binding on the
Company, the Participating Trust Trustees, the Trustee, and all of the Plans'
participants unless within 30 days after receiving a determination deemed by any
participant to be adverse, any participant initiates suit in a court of
competent jurisdiction seeking appropriate relief. The Trustee shall have no
duty to oversee or independently evaluate the determination of the Expert. The
Trustee shall be authorized to pay the fees and expenses of any Expert out of
the assets of the trust fund.

    


    2.6.3              The
Company shall from time to time pay taxes (references in this Trust Agreement to
the payment of taxes shall include interest and applicable penalties) of any and
all kinds whatsoever which at any time are lawfully levied or assessed upon or
become payable in respect of the trust fund, the income or any property forming
a part thereof, or any security transaction pertaining thereto. To the extent
that any taxes levied or assessed upon the trust fund are not paid by the
Company or contested by the Company pursuant to the last sentence of this
paragraph, the Trustee shall pay such taxes out of the trust fund, and the
Company shall upon demand by the Trustee deposit into the trust fund an amount
equal to the amount paid from the trust fund to satisfy such tax liability. If
requested by the Company, the Trustee shall, at the company's expense, contest
the validity of such taxes in any manner deemed appropriate by the Company or
its counsel, but only if it has received an indemnity bond or other security
satisfactory to it to pay any expenses of such
contest.  Alternatively, the Company may itself contest the validity
of any such taxes, but any such contest shall not affect the Company's
obligation to reimburse the trust fund for taxes paid from the trust
fund.

    


    2.6.4              In
the event a Plan's participant's beneficiary designation results in a
participant or the participant's spouse being deemed to have made a
"generation-skipping transfer" as defined in Section 2611 of the Code, then to
the extent that the participant or participant's "executor", as said term is
defined in the Code (or the spouse of the participant or said spouse's statutory
executor in the case of a generation-skipping transfer deemed to have been made
by a participant's spouse), have not previously used the total
generation-skipping transfer exemption that is available under Section 2631 of
the Code to such transferor, such unused exemption shall be allocated in the
manner prescribed by Section 2632 of the Code, except that (a) any
generation-skipping transfer resulting from said beneficiary designation shall
be excluded from the allocation; and (b) the method of allocation under Section
2632 shall be reversed so that such unused portion of said transferor's
exemption shall be applied first to trusts or trust equivalents of which
transferor is the deemed transferor and from which taxable distributions occur
and, second, to direct skips occurring at said transferor's death. Any portion
of said transferor's total generation-skipping transfer exemption not used
pursuant to the provisions of the previous sentence shall be allocated to the
transfer resulting from the beneficiary designation that gives rise to the
generation-skipping transfer hereunder.

    


    Notwithstanding any provisions in a
Plan or this Trust Agreement to the contrary, the Company and Trustee may
withhold any benefits payable to a beneficiary as a result of the death of the
participant or any other beneficiary until such time as (a) the Company or
Trustee is able to determine whether a generation-skipping transfer tax, as
defined in Chapter 13 of the Code, or any substitute provision therefor, is
payable by the Company or Trustee; and (b) the Company or Trustee has determined
the amount of generation-skipping transfer tax that is due, including interest
thereon. If any such tax is payable, the Company or Trustee shall reduce the
benefits otherwise payable hereunder to such beneficiary by the amount necessary
to provide said beneficiary with a benefit equal to the amounts that would have
been payable if the original benefits had been calculated on the basis of a
present value at the time of the generation-skipping transfer equal to the then
present value of the originally contemplated benefit less an amount equal to the
generation-skipping transfer tax and any interest thereon that is payable as a
result of the death in question. The Company or Trustee may also withhold from
distribution by further reduction of the then net present value of benefits
calculated in accordance with the terms of the previous sentence such amounts as
the Company or Trustee feels are reasonably necessary to pay additional
generation-skipping transfer tax and interest thereon from amounts initially
calculated to be due.  Any amounts so withheld shall be payable as
soon as there is a final determination of the applicable generation-skipping tax
and interest thereon. No interest shall be payable by the Company or Trustee to
any beneficiary for the period of time that is required from the date of death
to the time when the aforementioned generation-skipping transfer tax
determinations are made and the amount of benefits payable to a beneficiary can
be fully determined.

    


    ARTICLE
III

    


    Administration

    


    3.1              Committees;
Company Representatives

    


    3.1.1              Each
Plan is administered by a Committee appointed by the Company. A Committee has
general responsibility to interpret its Plan and determine the rights of
participants and beneficiaries.

    


    3.1.2              The
Trustee shall be given the names and specimen signatures of the members of each
Committee and any other Company and Participating Trust Trustee's
representatives authorized to take action in regard to the administration of a
Plan and/or this trust. The Trustee shall accept and rely upon the names and
signatures until notified of any change. Instructions to the Trustee shall be
signed for the Committee by such person as the Committee may designate and for
the Company by such representative as the Company may designate.

    


    3.2              Payments
From Trust Fund

    


    3.2.1              From
time to time, upon receipt of written directions from the Company or a
Participating Trust Trustee, delivered before a Valuation Date, the Trustee
shall make payments on behalf of a Participating Trust from the Company's
account or the beneficial interest of a Participating Trust to such persons, in
such manner and in such amounts as the Company or Participating Trust Trustee,
as applicable, shall direct, and amounts paid out of the trust pursuant to such
direction shall cease to constitute a part of this trust. All such payments
shall be made as of the Valuation Date next following receipt of such written
direction.

    


    3.2.2              The
Trustee, as directed by the Company, shall make any required income tax
withholding and shall pay amounts withheld to taxing authorities on the
Company's behalf or determine that such amounts have been paid by the
Company.

    


    3.2.3              The
Company or a Participating Trust Trustee, by written direction delivered to the
Trustee not less than 10 days before a Valuation Date, may direct the withdrawal
and transfer to a Participating Trust as of that Valuation Date of part or all
of a Participating Trust's entire beneficial interest in the fund. The Trustee
shall determine the value of such beneficial interest as of that Valuation Date
and transfer the amount of such value to that Participating Trust as soon as
practicable after such Valuation Date, either in cash, or, in the discretion of
the Trustee, in other property or partly in cash and partly in other property.
This trust shall terminate upon the complete withdrawal therefrom of the entire
beneficial interests of all Participating Trusts.

    


    3.2.4              The
Trustee shall use the assets of the trust or any Subtrust or any Participant
Trust to make benefit payments or other payments in the following order of
priority;

    


    (a) All
assets of the trust or any Subtrust or any Participant Trust other than
Contracts with Insurers, in such order as the Trustee may
determine;

    


    (b) Cash
contributions from the Company; and the Company hereby agrees to make cash
contributions to the trust to enable the Trustee to make all benefit payments
and other payments when due, unless the Company makes such payments directly,
whenever the Trustee or a Participating Trust Trustee advises the Company that
the assets of the trust or any Subtrust or any Participant Trust, other than
Contracts with Insurers, are insufficient to make such payments;
and

    


    (c)
Contracts with Insurers held in the trust or any Subtrust or any Participant
Trust; and in using any such Contracts, the Trustee shall first borrow 50% of
the cash surrender value of each such Contract, proceeding in order of Contracts
from the Contracts which have been in force for the longest times (and in
alphabetical order based on the last name of the insured for Contracts placed in
force on the same date) to the Contracts which have most recently been placed in
force; and thereafter the Trustee shall surrender Contracts in the same order of
priority as set forth above.

    


    Notwithstanding the foregoing, the
Trustee may use the assets of the trust or any Subtrust or any Participant Trust
in any other order of priority directed by the Company with the Written Consent
of Participants affected thereby.

    


    3.2.5              The
Trustee and each Participating Trust Trustee hereby appoint Company as paying
agent of each Participating Trust and this trust. Company shall advise each
Participating Trust Trustee and the Trustee monthly by the 20th of each month
regarding amounts required to be paid during the following month to each Plan's
participants and beneficiaries. The Trustee and Participating Trust Trustees
shall advise the Company as to cash available to pay such benefits. At the end
of each month, this trust on behalf of each Participating Trust, to the extent
directed by the Company, shall deposit with the Company as paying agent for this
trust and the Participating Trust, from such Participating Trust's portion of
the fund, an amount up to that necessary for the Company to pay benefits to
participants and beneficiaries during the following month on behalf of such
Participating Trust. Deposit of any such trust/Participating Trust monies with
the Company shall not constitute a return to the Company of any assets of any
Participating Trust. Company shall make payments to participants and
beneficiaries on behalf of the applicable Participating Trust. Amounts necessary
to pay benefits to participants and beneficiaries that are not provided by the
Participating Trust shall be paid by the Company. Rather than charge a payment
made pursuant to this 3.2.5 to a particular Participating Trust, the Company may
direct the Trustee to charge such payment against the Company's account
maintained hereunder.

    


    3.3              Valuations

    


    3.3.1              As
of the last day of November, 1989 and as of the last day of each month
thereafter or more frequently as agreed upon by the Company, the Participating
Trust Trustees and the Trustee (hereinafter called "Valuation Dates"), the
Trustee shall determine the fair market value of the fund in such manner as the
Trustee in its discretion shall prescribe and the Company shall approve, but in
accordance with a method consistently followed and uniformly applied. In
determining fair market value, the Trustee shall utilize and shall be entitled
to rely upon the Company, published quotations or pricing services that the
Trustee deems reliable, or in the absence thereof, upon estimates or appraisals
of value obtained from sources that the Trustee deems qualified, including
bankers, brokers, dealers or others, who are familiar with the type of
investment involved and who may be employees of the Trustee. The Trustee's
reasonable valuations shall be binding on the Participating Trusts and all
persons interested therein.

    


    3.3.2              (a)
For purposes of valuing the beneficial interests of Participating Trusts and of
the Company's account maintained hereunder, the fund shall be divided into units
without distinction between principal and income. Each unit shall represent a
proportionate undivided beneficial interest in the fund as a whole, but shall
not represent any right, title, or interest in or to any specific asset of the
fund, title to which shall be in the Trustee. All units of the fund shall be of
equal value. No unit shall have any priority or preference over any other. No
participating Trust may assign any part of its equity or interest in the
fund.

    


    (b) Upon any payment by the Company
on behalf of the Company account or by the company on behalf of a participating
Trust or by a fiduciary of a Participating Trust of the Trustee pursuant to 2.1,
the Company account or Participating Trust, as applicable, shall be deemed to
have bought, at a unit price equal to the unit value on that date, one or more
full and/or fractional units having an aggregate value equal to the amount of
the payment. The Trustee may accept property at its fair market value in lieu of
cash in payment of the purchase price of units. There shall be no limit on the
number of units the Company account or any one Participating Trust may
buy.

    


    (c) When directed by the Company or a
Plan's Committee or a Participating Trust Trustee to make a payment out of the
beneficial interest of the Participating Trust as provided in 3.2, the Trustee
shall cancel a number of full and/or fractional units having an aggregate value
equal to the amount of the payment. Any payment made out of the beneficial
interest of the Company account shall cancel a number of full and/or fractional
units having an aggregate value equal to the amount of the payment. Neither the
Company account nor any Participating Trust shall have claims to any part of the
fund in excess of the value of such account's or Participating Trust's
units.

    


    (d) At
the inception of the fund, the value of each unit shall be $10.00. Thereafter,
the Trustee shall revalue each unit as of each Valuation Date. Revaluation shall
be made by establishing as provided in 3.3.1 the fair market value of the fund
as of the close of business on the Valuation Date and dividing that value by the
total number of units of the fund outstanding on that date. Such revaluation
shall be made in accordance with a method consistently followed and uniformly
applied and shall be completed as soon as practicable after the Valuation Date.
On any Valuation Date, the Trustee may either increase or decrease the number of
outstanding units in the fund.

    


    3.              Records

    


    The Trustee shall keep complete
records on the trust fund open to the inspection by the Company and each Plan's
Committee and Participating Trust Trustees at all reasonable times. In addition
to accountings required below, the Trustee shall furnish to the Company and each
Plan's Committee and Participating Trust Trustees any information requested
about the trust fund in whatever format as the Company/Committees/Participating
Trust Trustees may reasonably request.

    


    3.5              Accountings

    


    3.5.1              The
Trustee shall furnish the Company and each Participating Trust Trustee with a
complete statement of accounts annually within 60 days after the end of the
trust year showing assets and liabilities and income and expense for the year of
the trust and each Participating Trust and each Subtrust and each Participant
Trust and shall furnish the Company and each Participating Trust Trustee with
such complete statements at such other times as the Company and/or each
Participating Trust Trustee may reasonably request. The form and content of the
statement of account shall be sufficient for the Company to include in computing
its taxable income and credits the income, deductions and credits against tax
that are attributable to the trust fund and shall be in whatever format as the
Company may reasonably request.

    


    3.5.2              The
Company and/or each Participating Trust Trustee may object to an accounting
within 180 days after it is furnished and require that it be settled by audit by
a qualified, independent certified public accountant. The auditor shall be
chosen by the Trustee from a list of at least five such accountants furnished by
the Company or Participating Trust Trustee at the time the audit is requested.
Either the Company or Participating Trust Trustee or the Trustee may require
that the account be settled by a court of competent jurisdiction, in lieu of or
in conjunction with the audit. All expenses of any audit or court proceedings,
including reasonable attorneys' fees, shall be allowed as administrative
expenses of the trust.

    


    3.5.3              If
neither the Company nor Participating Trust Trustees object to an accounting
within the time provided, the account shall be settled for the period covered by
it.

    


    3.5.4              When
an account is settled, it shall be final and binding on all parties, including
all participants and persons claiming through them.

    


    3.6              Expenses
and Fees

    


    3.6.1              The
trustee shall be reimbursed for all expenses and shall be paid a reasonable fee
fixed by agreement with the Company from time to time. No increase in the fee
shall be effective before 60 days after the Trustee gives notice to the Company
of the increase. The trustee shall notify the Company periodically of expenses
and fees.

    


    3.6.2              The
Company shall pay administrative fees and expenses. If not so paid, the fees and
expenses shall be paid from the trust fund. The Company shall reimburse the
trust fund for any fees and expenses paid out of it.

    


    


    ARTICLE
IV

    


    Liability

    


    4.1              Indemnity

    


    Subject to such limitations as may be
imposed by applicable law, the Company shall indemnify and hold harmless the
trustee from any claim, loss, liability or expense arising from any action or
inaction in administration of this trust based on direction or information from
either the Company, any Committee, any Participating Trust Trustee, any
Investment Manager or any Expert, absent willful misconduct or bad faith on the
part of the Trustee or Participating Trust Trustee.

    


    4.2              Bonding

    


    The Trustee need not give any bond or
other security for performance of its duties under this trust.

    


    


    ARTICLE
V

    


    Insolvency

    


    5.1              Determination
of Insolvency

    


    5.1.1              The
Company is "Insolvent" for purposes of this trust if:

    


    (a) The Company is unable to pay its
debts as they come due; or

    


    (b) The Company is the subject of a
pending proceeding as a debtor under the federal Bankruptcy Code (or any
successor federal statute).

    


    5.1.2              The
Company shall promptly give notice to the Trustee upon becoming Insolvent. The
Chief Executive officer of the Company and the Board (as such term is defined in
the Participating Trusts) shall be obligated to give such notice. If the Trustee
receives such notice or receives from any other person claiming to be a creditor
of the Company a written allegation that the Company is Insolvent, the Trustee
shall independently determine whether such Insolvency exists. The expenses of
such determination shall be allowed as administrative expenses of the
trust.

    


    5.1.3              The
Trustee shall continue making payments from the trust fund to participants under
any Plan while it is determining the existence of Insolvency.  Such
payments shall cease and the Trustee shall commence Insolvency

    Administration
under 5.2 upon the earlier of:

    


    (a) A
determination by the Trustee or a court of competent jurisdiction that the
Company is Insolvent; or

    


    (b) 30
days after the notice or allegation of Insolvency is received under 5.1.2,
unless the Trustee or a court of competent jurisdiction has determined that the
Company is not Insolvent since receipt of such notice or
allegation.

    


    5.1.4 The
Trustee shall have no obligation to investigate the financial condition of the
Company prior to receiving a notice or allegation of Insolvency under
5.1.2.

    


    5.2              Insolvency
Administration

    


    5.2.1              During
"Insolvency Administration", the Trustee shall hold the trust fund for the
benefit of the general creditors of the Company and make payments only in
accordance with 5.2.2. The Trustee shall continue the investment of the trust
fund in accordance with 2.2.

    


    5.2.2              The
Trustee shall make payments out of the trust fund in one or more of the
following ways:

    


    (a) To
general creditors in accordance with instructions from a court, or a person
appointed by a court, having jurisdiction over the Company's condition of
Insolvency;

    


    (b) To
any Plan's participants and beneficiaries in accordance with such instructions;
or

    


    (c) in
payment of its own fees or expenses.

    


    5.2.3              The
Trustee shall have a priority claim against the trust fund with respect to its
own fees and expenses.

    


    5.3              Termination
of Insolvency Administration

    


    5.3.1              Insolvency
Administration shall terminate when the Trustee determines that the
Company:

    


    (a) Is
not Insolvent, in response to a notice or allegation of Insolvency under 5.1.2;
or

    


    (b) Has
ceased to be Insolvent; or

    


    (c) Has
been determined by a court of competent jurisdiction not to be Insolvent or to
have ceased to be Insolvent.

    


    5.3.2              Upon
termination of Insolvency Administration under 5.3.1, the trust fund shall
continue to be held for the benefit of the participants in the
Plans.  Benefit payments due during the period of Insolvency
Administration shall be made as soon as practicable, together with interest from
the due dates at the following rates:

    


    (a) if a
Plan is deferred compensation plan or other defined contribution plan, at the
rate credited on the participant's account under such plan.

    


    (b) if a
Plan is a supplemental executive retirement plan or other defined benefits plan
or any other plan (other than a plan referred to in (a) immediately above), at a
rate equal to the interest rate fixed by the Pension Benefit Guaranty
Corporation for valuing immediate annuities in the preceding month.

    


    5.4              
Creditors' Claims During Solvency

    


    5.4.1              During
periods of Solvency the Trustee shall hold the trust fund exclusively to pay the
Plans' benefits and fees and expenses of the trust until all Plan benefits have
been paid. Creditors of the Company shall not be paid during Solvency from the
trust fund, which may not be seized by or subjected to the claims of such
creditors in any way.

    


    5.4.2              A
period of "Solvency" is any period not covered by 5.2.

    


    


    ARTICLE
VI

    


    Successor
Trustees

    


    6.1              Resignation
and Removal

    


    6.1.1              The
Trustee may resign at any time by notice to the Company and the Participating
Trust Trustees, which shall be effective in 60 days unless the Company and the
Participating Trust Trustees and the Trustee agree otherwise.

    


    6.1.2The
Trustees may be removed by the Company on 60 days' notice or shorter notice
accepted by the Trustee. After a Change in Control the Trustee may be removed
only with the Written Consent of Participants.

    


    6.1.3              When
resignation or removal is effective, the Trustee shall begin transfer of assets
to the successor Trustee immediately. The transfer shall be completed within 60
days, unless the Company extends the time limit.

    


    6.1.4              If
the Trustee resigns or is removed, the Company shall appoint a successor by the
effective date of resignation or removal under 6.1.1 or 6.1.2. After a Change in
Control a successor Trustee may be appointed only with the Written Consent of
Participants. If no such appointment has been made, the Trustee may apply to a
court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of the Trustee in connection with the proceeding
shall be allowed as administrative expenses of the trust.

    


    6.2              Appoint
of Successor

    


    6.2.1              The
Company may appoint any national or state bank or trust company that is
unrelated to the Company as a successor to replace the Trustee upon resignation
or removal. The appointment shall be effective when accepted in writing by the
new Trustee, which shall have all of the rights and powers of the former
Trustee, including ownership rights in the trust assets. The former trustee
shall execute any instruments necessary or reasonably requested by the Company
or the successor trustee to evidence the transfer. After a Change in Control a
successor trustee may be appointed only with the Written Consent of
Participants.

    


    6.2.2              The
successor Trustee need not examine the records and acts of any prior Trustee and
may retain or dispose of existing trust assets, subject to Article
II.  The successor Trustee shall not be responsible for, and the
Company shall indemnify and hold harmless the successor Trustee from any claim
or liability because of, any action or inaction of any prior Trustee or any
other past event, any existing condition or any existing assets.

    


    6.3              Accountings;
Continuity

    


    6.3.1              A
Trustee who resigns or is removed shall submit a final accounting to the Company
and Participating Trust Trustees as soon as practicable. The accounting shall be
received and settled as provided in 3.5 for regular accountings.

    


    6.3.2              No
resignation or removal of the Trustee or change in identity of the Trustee for
any reason shall cause a termination of any Plan or this trust.

    


    


    ARTICLE
VII

    


    General
Provisions

    


    7.1              Interests
Not Assignable

    


    


    7.1.1              The
interest of a participant in the trust fund may not be assigned, pledged or
otherwise encumbered, seized by legal process, transferred or subjected to the
claims of the participant's creditors in any way.

    


    7.1.2              The
Company may not create a security interest in the trust fund in favor of any of
its creditors. The Trustee shall not make payments from the trust fund of any
amounts to creditors of the Company who are not Plan participants, except as
provided in 5.2.

    


    7.1.3              The
participants shall have no interests in the assets of the trust fund beyond the
right to receive payment of Plan benefits from such assets outside periods of
Insolvency Administration under 5.2. During Insolvency Administration the
participants' rights to trust assets shall not be superior to those of any other
general creditors of the Company.

    


    7.2              Amendments

    


    The Company and the Participating
Trust Trustees and the Trustee may amend this trust at any time by a written
instrument executed by all parties; provided however, this Trust Agreement may
not be amended to remove the requirement that this Trust Agreement is subject to
the provisions of each Participating Trust.

    


    7.3              Applicable
Law

    


    This trust shall be governed,
construed and administered according to the laws of Missouri, except as
preempted by ERISA.

    


    7.4              Agreement
Binding on All Parties

    


    This Trust Agreement shall be binding
upon the heirs, personal representatives, successors and assigns of any and all
present and future parties.

    


    


    7.5              Notices
and Directions

    


    Any notice or direction under this
trust shall be in writing and shall be effective when actually delivered or, if
mailed, upon receipt. Mail to a party shall be directed to the address stated
below or to such other address as the party may specify by notice to the other
parties. Notices to any Committee shall be sent to the address of the Company.
Until notice is given to the contrary, notices to the Company and Participating
Trust Trustees and the Trustee shall be addressed as follows:

    


    Company:                  Southwestern
Bell Corporation

    One Bell Center

    St. Louis, Missouri
63101-3099

    Attention:  Senior Vice
President-Finance

    and Treasurer

    


    Trustee:                  Boatmen's
Trust Company

    510 Locust Street, P.O. Box
14737

    St. Louis, Missouri
63178

    Attention:  Pension
Administration

    


    Participating
Trust            Boatmen's
Trust Company

    Trustees:                      510
Locust Street, P.O. Box 14737

          St.
Louis, Missouri 63178

        
Attention:  Pension Administration

    


    7.6              No
Implied Duties

    


    The duties of the Trustee shall be
those stated in this trust, and no other duties shall be implied.

    


    7.7              Beneficiary
(ies); Beneficiary's Benefits

    


    For purposes of this Trust Agreement,
(1) any person to whom payment under a Plan is made or is to be made in the
event of a participant's death shall be such participant's "beneficiary," (2)
Benefits under a Plan paid or to be paid to a participant's beneficiary shall be
considered a benefit paid or to be paid to the participant, as applicable, and
(3) after the death of the participant, a participant's beneficiary (ies),
collectively, shall stand in the place and stead of the participant and shall be
considered the Plan participant and treated as such, except such beneficiary
(ies) shall have no vote and shall not be counted as a participant for purposes
of determining the Written Consent of Participants pursuant to 1.2.6 of any
participating Trust.

    


    7.8              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.

    


    


    ARTICLE
VIII

    


    INSURER

    


    8.1              Insurer
Not a Party

    


    An Insurer shall not be deemed to be
a party to this trust, and its obligation shall be measured and determined
solely by the terms of its Contracts and other agreements executed by
it.

    


    8.2              Authority
of Trustee

    


    An Insurer shall accept the signature
of the Trustee to any documents or papers executed in connection with its
Contracts. The signature of the Trustee shall be conclusive proof to the Insurer
that the person on whose life an application is being made is eligible to have
such Contract issued on his life and is eligible for a Contract of the type and
amount requested.

    


    8.3              Contract
Ownership

    


    An Insurer shall deal with the
Trustee as the sole and absolute owner of the trust's interests in its Contracts
and shall have not obligation to inquire whether any action or failure to act on
the part of the Trustee is in accordance with our authorized by the terms of a
Plan or a Participating Trust or this trust.

    


    8.4              Limitation
of Liability

    


    An Insurer shall be fully discharged
from any and all liability for any action taken or any amount paid in accordance
with the direction of the Trustee and shall have no obligation to see to the
proper application of the amounts so paid. The Insurer shall have no liability
for the operation of this trust or a Plan, whether or not in accordance with
their terms and provisions.

    


    8.5              Change
of Trustee

    


    An Insurer shall be fully discharged
from any and all liability for dealing with a party or parties indicated on its
records to be the Trustee until such time as it shall receive at its home office
written notice of the appointment and qualification of a successor
Trustee.

    


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

    


    


    Company: SOUTHWESTERN BELL
CORPORATION

    


    Attest:                            By:  /s/
C.C. Carr

    Cassandra C. Carr

    Ann
Goddard                                Its
Senior Vice President-Finance

    Vice
President                                And
Treasurer

    And
Secretary

    Executed:  11-3,
1989

    


    Trustee:  BOATMEN'S TRUST
COMPANY

    


    Attest:                            By:  /s/
Lyle Brizendine

    Lyle W. Brizendine

    Assistant
Secretary                                Its
Senior Vice President

    


    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Senior Management
Deferred

    Compensation Plan of 1988

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    


    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Senior Management
Deferred

    Compensation Plan of 1988 (Early
Payment Option)

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


                          Boatmen's
Trust Company as Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Senior Management
Deferred

    Compensation Plan

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:   11-6,
1989

    


                          Boatmen's
Trust Company as Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Management Deferred
Compensation

    Plan of 1988

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Management Deferred
Compensation Plan

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Compensation Deferral
Plan

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Senior Management
Supplemental

    Retirement Income Plan

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


    Boatmen's Trust Company as
Participating Trust

    Trustee pursuant to Trust Agreement for
Southwestern

    Bell Corporation Management Pension
Plan (Benefits

    In Excess of Code ss. 415
Limitations)

    


    Attest:                            By:  /s/
Lyle Brizendine

    Assistant
Secretary                                         Lyle
W. Brizendine

    Executed:  11-6,
1989

    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    County of
St. Louis)

    


    On this 3rd day of November, in the
year 1989, before me personally came Cassandra C. Carr, to me known, who, being
by me duly sworn, did depose and say that she resides at 1700 Mason Knoll Road,
St. Louis, Missouri 63131: that she is Senior Vice President-Finance and
Treasurer of Southwestern Bell Corporation, the corporation described in and
which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal was affixed by authority of the Board of Directors of
said corporation, and that she signed her name thereto by like
authority.

    


    


    


    /s/ Barbara J. Salen

    BARBARA J. SALEN

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS COUNTY

    MY COMMISSION EXP AUG. 19,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 3rd day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Trustee; that he knows the corporate seal of said corporation;
that the seal was affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Senior Management Deferred Compensation Plan of
1988; that he knows the corporate seal of said corporation; that the seal was
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Senior Management Deferred Compensation Plan of
1988 (Early Payment Option); that he knows the corporate seal of said
corporation; that the seal was affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Senior Management Deferred Compensation Plan; that
he knows the corporate seal of said corporation; that the seal was affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Management Deferred Compensation Plan of 1988;
that he knows the corporate seal of said corporation; that the seal was affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Management Deferred Compensation Plan; that he
knows the corporate seal of said corporation; that the seal was affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Compensation Deferral Plan; that he knows the
corporate seal of said corporation; that the seal was affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Senior Management Supplemental Retirement Income
Plan; that he knows the corporate seal of said corporation; that the seal was
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


    


    


    Acknowledgments

    


    


    State of
Missouri)

    ss.

    City of
St. Louis)

    


    On this 6th day of November, in the
year 1989, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he resides at 1710 Connemara, St.
Louis, Missouri 63021: that he is Senior Vice President of Boatmen's Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to Trust Agreement for
Southwestern Bell Corporation Management Pension Plan (benefits In Excess of
Code ss. 415 Limitations); that he knows the corporate seal of said corporation;
that the seal was affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

    


    


    


    /s/Susan M. McIntosh

    SUSAN M. MCINTOCH

    NOTARY PUBLIC STATE OF
MISSOURI

    ST. LOUIS CITY

    MY COMMISSION EXP APR. 13,
1993

    


    


     

    FIRST
AMENDMENT TO TRUST AGREEMENT

    Effective
August 1, 1995

    


    This Amendment (the "First
Amendment"), amends the MASTER TRUST AGREEMENT FOR SOUTHWESTERN BELL CORPORATION
DEFERRED COMPENSATION PLANS AND OTHER EXECUTIVE BENEFIT PLANS (the "Trust
Agreement"), previously made and entered into by and between SBC COMMUNICATIONS
INC., a Delaware corporation (the "Company"), formerly known as Southwestern
Bell Corporation, BOATMEN'S TRUST COMPANY, a Missouri corporation (the
"Trustee"), and BOATMEN'S TRUST COMPANY as trustee of each Participating Trust
in the Trust Agreement (BOATMEN'S TRUST COMPANY acting in its capacity as
trustee of each Participating Trust is hereinafter referred to as the respective
Participating Trust's "Participating Trust Trustee"), which Trust Agreement is
incorporated herein by this reference.

    


    WHEREAS, the Company and the
Participating Trust Trustees have established with the Trustee a trust in
accordance with the terms and conditions of the Trust Agreement,
and

    


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

    


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

    


    WHEREAS, the Company wishes to amend
the Trust Agreement consistent with the Amendment provision thereof, to reflect
the recent name change of the Company from Southwestern Bell Corporation to SBC
Communications Inc., and

    


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

    


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

    


    (1) Effective August 1, 1995, the
Trust Agreement shall be and hereby is renamed the "MASTER TRUST AGREEMENT FOR
SBC COMMUNICATIONS INC. DEFERRED COMPENSATION PLANS AND OTHER EXECUTIVE BENEFIT
PLANS"; and, coincident with such change, the words "Southwestern Bell
Corporation" wherever found in the Trust Agreement shall be and hereby are
replaced with the words "SBC Communications Inc." and all references in the
Trust Agreement to Southwestern Bell Corporation shall mean and shall be
construed as references to SBC Communications Inc.

    


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

    


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

    


    


    Company:  SBC
COMMUNICATIONS INC.

    Atttest:              By:  /s/
D. E Kiernan

    Its Senior Vice
President,

    /s/
Judith M.
Sahm                                         
Treasurer & Chief Financial

    Secretary                                         Officer

    


    Executed: 9/22, 1995

    


    


    Trustee:  BOATMAN'S TRUST
COMPANY

    


    Attest:              By:
/s/ Lyle W. Brizendine

    Its Executive Vice
President

    /s/ Paul
J. Skyle

    Assistant
Secretary                                         Executed:  9/27,
1995

    


    


    BOATMEN'S TRUST COMPANY
as

    Participating Trust Trustee pursuant
to the

    Trust Agreement for each of the
following:

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    OF 1988

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    OF 1988 (EARLY PAYMENT
OPTION)

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    


    · SBC
COMMUNICATIONS INC. MANAGEMENT

    DEFERRED COMPENSATION PLAN OF
1988

    


    · SBC
COMMUNICATIONS INC. MANAGEMENT

    DEFERRED COMPENSATION
PLAN

    


    · SBC
COMMUNICATIONS INC. COMPENSATION

    DEFERRAL PLAN

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT SUPPLEMENTAL
RETIREMENT

    INCOME PLAN

    


    · SBC
COMMUNICATIONS INC. PENSION BENEFIT

    PLAN - NONBARGAINED PROGRAM
(BENEFITS

    IN EXCESS OF CODE SECTION
415

    LIMITATIONS)

    


    · SBC
COMMUNICATIONS INC. PENSION MAKE-UP

    DUE TO DEFERRED
COMPENSATION

    PARTICIPATION

    


    


    Attest:                                         By:
/s/ Lyle W. Brizendine

    Its Executive Vice
President

    /s/ Paul
J. Skyle

    Assistant
Secretary                                                       Executed:  9/27,
1995

    


    


    


    


    ACKNOWLEDGEMENTS

    


    


    State of
Texas)

    ss

    City of
San Antonio)

    


    


    


    On this 22nd day of September, in the
year 1995, before me personally came Donald E. Kiernan, to me known, who, being
by me duly sworn, did depose and say that he is Senior Vice President, Treasurer
& Chief Financial Officer of SBC Communications Inc., the corporation
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal was affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

    


    


    Vicki
Brehm                               /s/
Vicki Brehm

    Notary
Public

    State of
Texas

    My Comm.
Exp. Aug. 9 1997

    


    


    State of
Missouri)

    ss

    City of
St. Louis)

    


    On this 27th day of September, in the
year 1995, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he is Executive Vice President of
Boatmen's Trust Company, the corporation described in and which executed the
above instrument in the capacity as Trustee; that he knows the corporate seal of
said corporation; that the seal was affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

    


    


    /s/ Susan L. Sehrt

    


    Susan L. Sehrt

    Notary Public-State of
Missouri

    St. Louis County

    My Commission Expires March 31,
1996

    


    


    


    


    ACKNOWLEDGMENTS

    


    


    State of
Missouri)

    ss

    City of
St. Louis)

    


    


    On this 27th day of September, in the
year 1995, before me personally came Lyle W. Brizendine, to me known, who, being
by me duly sworn, did depose and say that he is Executive Vice President of
Boatmen's Trust Company, the corporation described in and which executed the
above instrument in the capacity as Participating Trust Trustee pursuant to each
Participating Trust Trust Agreement; that he knows the corporate seal of said
corporation; that the seal was affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.

    


    


    /s/ Susan L. Sehrt

    Susan L. Sehrt

    Notary Public-State of
Missouri

    St. Louis County

    My Commission Expires March 31,
1996

    


    


     

    SECOND
AMENDMENT TO TRUST AGREEMENT

    Effective
November 1, 1999

    


    


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

    


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

    


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

    


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

    


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

    


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

    herein:

    


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

    


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

    


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

    


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

    


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

    


    


    


    Company: SBC COMMUNICATIONS
INC.

    


    Attest:

    By:  /s/ D.E.
Kiernan

    Its Senior Executive

    Vice President and

    Chief Financial Officer

    /s/
Judith M. Sahm

    Secretary

    


    Executed:  November 2,
1999

    


    Trustee:  BOSTON SAFE
DEPOSIT AND TRUST

    COMPANY

    


    By:  /s/ Douglas M.
Cook

    Attest:                            Its
First Vice President

    


    


    /s/
Kimberly A. Carr

    Assistant
Secretary                                         Executed:  November
19, 1999

    


    


    


    


    


    


    BOSTON
SAFE DEPOSIT AND TRUST COMPANY as

    Participating
Trust Trustee pursuant to the

    Trust
Agreement for each of the following:

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    OF 1988

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    OF 1988 (EARLY PAYMENT
OPTION)

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT DEFERRED COMPENSATION
PLAN

    


    · SBC
COMMUNICATIONS INC. MANAGEMENT

    DEFERRED COMPENSATION PLAN OF
1988

    


    · SBC
COMMUNICATIONS INC. MANAGEMENT

    DEFERRED COMPENSATION
PLAN

    


    · SBC
COMMUNICATIONS INC. COMPENSATION

    DEFERRAL PLAN

    


    · SBC
COMMUNICATIONS INC. SENIOR

    MANAGEMENT SUPPLEMENTAL
RETIREMENT

    INCOME PLAN

    


    · SBC
COMMUNICATIONS INC. PENSION BENEFIT

    PLAN-NONBARGAINED PROGRAM (BENEFITS
IN

    EXCESS OF CODE SECTION 415
LIMITATIONS)

    


    · SBC
COMMUNICATIONS INC. PENSION MAKE-UP

    DUE TO DEFERRED
COMPENSATION

    PARTICIPATION

    


    · RESTATED
TRUST NO. 3 FOR PACIFIC TELESIS

    GROUP EXECUTIVE SUPPLEMENTAL
PENSION

    BENEFITS

    


    By: /s/ Douglas M. Cook

    Its First vice President

    


    


    Attest:

    


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

    Assistant
Secretary

    


    


    


    ACKNOWLEDGEMENTS

    


    


    


    State of
Texas)

    ss

    County of
Bexar)

    


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

    


    


    /s/ Linda J. Snoga

    Notary Public, State of
Texas

    My Commission Expires

    January 21, 2002

    


    


    


    ACKNOWLEDGEMENTS

    


    Commonwealth
of Massachusetts)

    ss

    County of
Middlesex)

    


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

    


    


    


    /s/ Patricia S. Smith

    My Commission Expires

    May 10, 2002

    


    


    


    ACKNOWLEDGEMENTS

    


    


    Commonwealth
of Massachusetts)

    ss

    County of
Middlesex)

    


    


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

    


    /s/ Patricia S. Smith

    My Commission Expires

    May 10, 2002