<PAGE>

                                                           Exhibit 10pp(vii)
                                                           -----------------

                           AGREEMENT FOR SERVICES

     This AGREEMENT FOR SERVICES ("Agreement"), entered into as of March 28,
1997, by and between PHILIP J. QUIGLEY (the "Officer") and SBC
Communications Inc., a Delaware corporation ('SBC'),

                                 WITNESSETH:

     WHEREAS the  Officer and Pacific Telesis Group ("Pacific") entered into
an  Employment Agreement  effective April  1, 1994  (the "1994  Agreement'),
which, among other things, provides for the payment by Pacific to officer of
various  amounts under various circumstances in the event of the termination
of Officer's employment; and

     WHEREAS  SBC is  desirous of  having the  Officer continue  working for
Pacific  as President and Chief  Executive Officer of  Pacific following the
merger of SBC  Communications (NV) Inc. into  Pacific (the "Merger"  or 'the
closing of  the Merger'); to serve as Vice Chairman  of SBC; to serve on the
SBC Board; and  to enter  into an  agreement to  provide certain  consulting
services to  SBC in  the  event of  any early  conclusion  of the  Officer's
employment as an officer of Pacific; all as described herein; and

     WHEREAS  the Officer and SBC wish to  confirm the details pertaining to
Officer's services for SBC:

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  Except as provided herein, this Agreement shall not affect or limit
the  1994  Agreement.   Accordingly, Officer's  employment by  Pacific shall
continue to be  subject to the terms  of the 1994 Agreement as  clarified by
the terms of this Agreement.

     2.  Officer agrees to continue to work for Pacific following the Merger
as  President and Chief Executive Officer of  Pacific, such employment to be
pursuant to the terms  of the 1994  Agreement as clarified  by the terms  of
this Agreement.  Such employment will continue through the close of business
on  a date that  is thirty-six months  following the close  of the Merger at
which time Officer's employment with Pacific shall terminate unless extended
by   mutual  agreement  of  the  parties.    Officer's  base  and  incentive
compensation during such employment shall be as follows:

--   Officer's starting base shall be at the annual rate of $845,000.

--   Effective January 1, 1998, Officer's short term incentive target awards
     and long  term incentive  grants shall  be as  determined by the  Human
     Resources Committee of SBC ("HRC'), but shall not be less than $675,000
     and  $740,000, respectively.  Such incentive awards shall be subject to
     and in accordance  with the terms and provisions of  the SBC 1996 Stock
     and Incentive Plan as may be amended from time to time, a copy of which
     has  been provided to Officer, or any successor plan (collectively, the
     "  1996 Plan').  SBC  acknowledges that Officer's  short term incentive
     target award for 1997 is $675,000.


                                      1








                                   <PAGE>

--   Officer's base salary, short term target awards and long term incentive
     grants shall  be subject  to appropriate increases  year-to-year during
     Officer's  employment at  the discretion of  the HRC and  shall be paid
     pursuant to the  1994 Agreement  and in lieu  of any like  compensation
     referred to in such 1994 Agreement.

Further,  the parties hereby mutually  agree to the  following pertaining to
the application of this Agreement and the 1994 Agreement:

          2.1  Officer's  termination of  employment  with Pacific  will  be
          treated solely  for purposes of application of  the 1994 Agreement
          as  an involuntary  termination without  Cause within  three years
          after the occurrence of a Change in Control (as the terms  'Cause"
          and "Change in Control" are utilized in such 1994 Agreement);

          2.2  upon Officer's termination of  employment, Pacific will treat
          this  Agreement   as  Officer's  written   notice  describing  and
          requesting  payment  of  amounts   under  the  1994  Agreement  in
          connection  with an  involuntary termination without  Cause within
          three  years after  the occurrence  of a  Change in  Control which
          notice  is  required  pursuant  to  Section  12(c)  of  such  1994
          Agreement; and

          2.3  payments pursuant to Sections  6 and 7 of the  1994 Agreement
          and  pursuant to Paragraph 5  hereof, if applicable,  shall be the
          only  payments  made  to  Officer upon  Officer's  termination  of
          employment other  than pension  and deferred compensation  sums if
          any. The Officer acknowledges that any amounts due under Section 6
          and Section 7 of the 1994 Agreement are subject to  the limitation
          on  payments provided under Section  8 of the  1994 Agreement such
          that the aggregate present  value of the payment due  is maximized
          without  causing any of the payment to be nondeductible to Pacific
          Telesis  Group because  of  Section 280G  of the  Internal Revenue
          Code,  and  the  Officer  further acknowledges  that  any  payment
          associated with  the termination  and cashout  of units under  the
          Pacific Telesis  Group Senior Management Long  Term Incentive Plan
          ("LTIP") that may occur in connection with the closing the merger,
          if the termination of the LTIP is approved by the Board of Pacific
          Telesis  Group)  will  be subject  to  the  limitation  under Code
          Section 280G.

     3.   During the  period following  the Merger  that  Officer serves  as
President and Chief Executive  Officer of Pacific, Officer shall  also serve
as Vice Chairman of SBC.

     4.  Upon  the closing of  the Merger,  the HRC shall  recommend to  the
Board of Directors of SBC ('Board') that the Board should appoint Officer to
the Board  and to appropriate  committees of the  Board and that  so long as
Officer is employed/ renders consulting services pursuant to this Agreement,
the  Board  should  nominate  him  for  reelection  to  coincide  with  such
employment/consulting  services,   subject  to  approval   by  shareholders.
Officer   will  resign   from  the   Board   coincident  with   his  ceasing
employment/consulting  services;  and  execution  of  this  Agreement  shall
constitute notice of such resignation.

     5.  Notwithstanding any other provision of this Agreement, either party

                                      2








                                   <PAGE>

may   after  one  year  on  30  days  written  notice,  terminate  Officer's
employment.  It is  agreed that if  Officer's employment shall terminate  in
such  fashion   before  the  completion  of   thirty-six  months,  Officer's
compensation as  an employee shall  cease upon such  termination; paragraphs
2.1,  2.2, and 2.3 hereof shall apply  with respect to such termination; and
Officer shall,  during  the  remainder  of said  original  thirty-six  month
period, continue to make himself available to provide consulting services to
SBC for  compensation pursuant  to and  as  described in  the Agreement  For
Consultant Services  attached hereto  as Attachment  1. The  parties further
agree that  the provisions of Section l(c) of the 1994 Agreement shall apply
if  Officer's  employment terminates  before  the  completion of  thirty-six
months due to Officer's death.

     6.   Following the completion  of Officer's thirty-six  month period of
employment/consulting  for SBC, Officer shall be  provided in San Francisco,
California,  with office space, secretarial service, and any other amenities
consistent with amenities that  have been provided to other  former Chairmen
of Pacific upon their retirement from such service.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of SBC by its duly authorized officer, as of the day and year first
above written.

                                       SBC COMMUNICATIONS INC.

                                       By: _____________________




                                       _________________________
                                            Philip J. Quigley

























                                      3








                                   <PAGE>


                                                                Attachment 1

                      AGREEMENT FOR CONSULTANT SERVICES


     This Agreement  for Consultant  Services ("Agreement") entered  into by
and  between Philip J. Quigley  ("Mr. Quigley") and  SBC Communications Inc.
(the "Client Company"),

                                 WITNESSETH:

     WHEREAS Mr. Quigley and the Client Company have entered into an
Agreement For Services pursuant to which Mr. Quigley shall continue working
for Pacific Telesis Group ("Pacific") as President and Chief Executive
Officer of Pacific following the merger of SBC Communications (NV) Inc. into
Pacific (the "Merger" or "the closing of the Merger"); and in which it was
agreed that Mr. Quigley would provide certain consulting services to the
Client Company following the conclusion of Mr. Quigley's employment as an
officer of Pacific in the event such employment should be concluded before
the expiration of thirty-six months; and

     WHEREAS Mr. Quigley and the Client Company wish to confirm the details
pertaining to any consulting services performed by Mr. Quigley for SBC:

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  Following the conclusion of his employment as President and Chief
Executive Officer of Pacific, Mr. Quigley shall hold himself available for
and shall provide consulting services to the Client Company concerning such
matters as directed by the Client Company ("Services") until thirty-six
months have elapsed following the closing of the Merger; thereafter, Mr.
Quigley shall continue to provide Services if and as mutually agreed by Mr.
Quigley and the Client Company.  The Client Company shall pay Mr. Quigley
compensation of $(then current base salary/12) per month for such Services.
In addition, Mr. Quigley shall be reimbursed for reasonable business
expenses incurred at the request of the Client Company.  During the period
Mr. Quigley provides such Services, the Client Company shall also reimburse
Mr. Quigley for the lease or rental of an automobile in the same manner as
provided to Mr. Quigley as President and Chief Executive Officer of Pacific,
including reimbursement for operating expenses, insurance and parking.

     2.  The Client Company shall provide Mr. Quigley with an office in
San Francisco, California, and with secretarial services to be used in
connection with providing Services to the Client Company.

     3.  In performing these Services, Mr. Quigley shall act as an
independent contractor and not as an agent or employee of the Client
Company.  Although the Services will have to be completed to the
satisfaction of the Client Company and in accordance with this Agreement,
the actual details of the Services shall be under Mr. Quigley's control.

     4.  In the performance of his obligations under this Agreement, Mr.
Quigley may receive or have access to ideas, strategies, concepts, technical
information and other confidential business, customer or personnel
information or data, in written, oral or other form (collectively,

                                      1








                                   <PAGE>

"Information") owned by the Client Company or any subsidiary, affiliate or
parent of the Client Company.  Such Information may contain material that is
proprietary or confidential or material that is subject to applicable laws
regarding secrecy of communications or trade secrets.  Accordingly, Mr.
Quigley agrees:

          a.  that all Information so acquired by Mr. Quigley shall be and
          shall remain the exclusive property of the Client Company, or any
          subsidiary, affiliate or parent of the Client Company, as
          applicable;

          b.  not to copy, publish, or disclose the information to others or
          authorize anyone else to copy or publish or disclose such
          Information to others without the written approval of the Client
          Company, or any subsidiary, affiliate or parent of the Client
          Company, as applicable;

          c.  to return any copies of such Information in written, graphic
          or other tangible form to the Client Company, or any subsidiary,
          affiliate or parent of the Client Company, as applicable, at its
          request; and to use Information only for purposes of fulfilling
          work or performing Services under this Agreement and for other
          purposes only upon such terms as may be agreed upon between Mr.
          Quigley and the Client Company, or any subsidiary, affiliate or
          parent of the Client Company, as applicable, in writing.

     5.  Because of the sensitive nature of the work that Mr. Quigley will
be performing for the Client Company, or any subsidiary, affiliate or
parent, as applicable, the Client Company may, in its sole discretion,
terminate this Agreement upon giving Mr. Quigley 10 day's advance notice in
writing, in the event that Mr. Quigley becomes an employee or a director, or
if he is providing services as an independent contractor to, a competitor of
the Client Company, or any subsidiary, affiliate or parent.  The Client
Company acknowledges that Mr. Quigley may undertake services for others
during the term of this Agreement provided there are no competing interests
or conflicts with Client Company, or any subsidiary, affiliate or parent.
This Agreement may also be terminated at any time by the mutual agreement of
Mr. Quigley and the Client Company.

     6.  The terms and conditions contained in this Agreement that by their
sense and context are intended to survive the termination or completion of
performance of obligations by either or both parties under this Agreement
shall so survive.

     7.  Mr. Quigley agrees that the obligations to perform the consulting
services required of him hereunder are personal and may not be assigned or
delegated by him in any manner whatsoever, nor are such obligations subject
to involuntary alienation, assignment or transfer.  The Client Company may
not assign this Agreement or delegate any of its duties or obligations
hereunder, either in whole or in part, to any person or entity, without Mr.
Quigley's express written consent, except to a successor of the Client
Company which becomes obligated hereunder in accordance with the provisions
of Section 12.

     This Agreement is for the benefit of the Client Company, its
subsidiaries, affiliates and any parent, and Mr. Quigley and not for any

                                      2








                                   <PAGE>

other person.

     8.  In the event of Mr. Quigley's death during the period for
performing Services hereunder, the consulting relationship created pursuant
to this Agreement will immediately terminate, and no further compensation
will be payable.  However, the Client Company will be required to pay Mr.
Quigley's estate any unpaid compensation earned for Services rendered
through the date of his death, together with any unpaid reimbursements owed.

     9.  This Agreement shall be construed in accordance with the laws of
the State of Texas, irrespective of its choice of laws principles.

     10.  All notices and other communications shall be in writing and sent
by certified mail, return receipt requested, and shall be addressed to the
following representatives of the Client Company and Mr. Quigley (or to such
other representative or address as either party may from time to time
designate in writing):


TO:   SBC Communications Inc.      TO:  Mr. P. J. Quigley
      Attention:                        130 Kearny Street
      175 E Houston                     San Francisco, CA 94108
      San Antonio, TX 78205

     11.  The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any provision of
this Agreement, and such other provisions will accordingly remain in full
force and effect.

     12.  The provisions of this Agreement will inure to the benefit of and
be binding upon the Client Company, together with its successors and
assigns, and Mr. Quigley and the personal representative of his estate and
his heirs and legatees.  Without in any manner limiting the foregoing,
should the Client Company be acquired by merger or stock or asset sale, the
acquiring entity will be bound by the terms and provisions of this Agreement
and will succeed to all of the Client Company's obligations and liabilities
hereunder.

     13.  This Agreement incorporates the entire agreement between
Mr. Quigley and the Client Company relating to his retention as a consultant
to the Client Company and supersedes all prior agreements and
understandings, whether written or oral, with respect to such subject
matter.

     14.  This Agreement may only be amended by written instrument signed by
Mr. Quigley and a duly-authorized officer of the Client Company.











                                      3








                                   <PAGE>


     IN WITNESS THEREOF, the parties have caused two originals of this
Agreement to be executed by themselves or their respective duly authorized
representatives.



SBC COMMUNICATIONS INC.

By:
   ----------------------------------             -------------
                                                       Date


-------------------------------------             -------------
         Philip J. Quigley                             Date









































                                      4








                                   <PAGE>

                           CONFIRMATION AGREEMENT


     THIS CONFIRMATION AGREEMENT ("Agreement"), entered into as of December
6, 1996, by and between RICHARD W. ODGERS (the "Officer") and PACIFIC
TELESIS GROUP, a Nevada corporation ("Pacific"),

                                 WITNESSETH:

     Whereas the Officer and Pacific entered into an Employment Agreement
effective January 1, 1989 (the "1989 Agreement"), which, among other things,
provides for the payment by Pacific to Officer of various amounts under
various circumstances in connection with a termination of employment of the
Officer following a Change in Control (as such term is defined in such 1989
Agreement) and a Supplemental Benefit Agreement effective October 29, 1993,
which provides certain supplemental benefits in the event of termination of
employment (the "Supplemental Benefit Agreement"); and

     Whereas the Officer by a show of interest letter agreement dated July
26, 1996 (the "Letter Agreement") has, among other things, agreed to
continue working for Pacific for twelve months following the closing of the
merger of SBC Communications (NV) Inc. into Pacific (the "Merger") and to
enter into an agreement to provide certain consulting services in the legal,
regulatory and external affairs area following the conclusion of the
Officer's employment as an officer of Pacific ; and

     Whereas the Officer has been designated as eligible to participate in
the Officer Cashout Factor Extension Program, as described in the Officer
Acknowledgment Regarding Extension of Employment  provided to the Officer on
July 26, 1996 (the "Officer CFEP"), provided the Officer executes such
Acknowledgment and returns it to Pacific by the date specified in such
Acknowledgment; and

     Whereas Pacific is obligated under the terms of the Agreement and Plan
of Merger Among Pacific Telesis Group, SBC Communications Inc. and SBC
Communications (NV) Inc. dated as of April 1, 1996 to consult with SBC
Communications Inc. ("SBC") prior to implementing any retention programs
designed to prevent the loss of key employees; and

     Whereas Pacific has consulted with SBC regarding this Agreement; and

     Whereas the Officer and Pacific wish to confirm the meaning of various
terms of the Letter Agreement in order to avoid any possible ambiguities
between the 1989 Agreement, the Supplemental Benefit Agreement and the
Letter Agreement:

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  This Agreement shall not supersede or limit the 1989 Agreement or
the Supplemental Benefit Agreement.  Accordingly, no terms of Officer's
employment by Pacific are affected by execution of this Agreement.

     2.  The Letter Agreement is hereby superseded and replaced by this
Agreement.

     3.  Officer agrees to continue to work for Pacific following the

                                      1








                                   <PAGE>

Merger, such employment continuing to be pursuant to the terms of the 1989
Agreement and the Supplemental Benefit Agreement.  Such employment will
continue through the close of business on the date that is twelve months
following the closing of the Merger at which time Officer's employment with
Pacific shall terminate, unless such employment is terminated at an earlier
date at the mutual agreement of Pacific and Officer, but in no event earlier
than November 17, 1997 ("Officer's Termination Date").  The parties hereby
mutually agree that Officer's termination of employment  upon the Officer's
Termination Date will be treated solely for purposes of application of the
1989 Agreement as an involuntary termination without Cause (as such term is
defined in such 1989 Agreement).  Further, upon Officer's termination of
employment upon the Officer's Termination Date, Pacific will treat this
Agreement as Officer's written notice describing and requesting payment of
amounts under the 1989 Agreement in connection with an involuntary
termination without Cause, which notice is required pursuant to Section
12(c) of such 1989 Agreement.

     4.  The parties further agree that in connection with Officer's
termination of employment upon the Officer's Termination Date, the Officer
shall be provided with the benefits pursuant to the Officer CFEP, subject to
the terms and conditions thereof.

     5.  The parties agree that it is desirable to enter into an agreement
under which the Officer may provide consulting services in the form attached
hereto as Attachment 1.

     IN WITNESS WHEREOF, each  of the parties has executed this Agreement,
in the case of Pacific by its duly authorized officer, as of the day and
year first above written.

                                          PACIFIC TELESIS GROUP


                                    BY: /s/ Philip J. Quigley
                                    Title:       Chairman

/s/  Richard W. Odgers


SBC COMMUNICATIONS INC.


Concurred by: /s/ Edward E. Whitacre       Date:  12/4/96
Title:        Chairman of the Board
           and Chief Executive Officer












                                      2








                                   <PAGE>

                                                                ATTACHMENT 1

                      AGREEMENT FOR CONSULTANT SERVICES

This agreement ("Agreement") between R. W. Odgers ("Mr. Odgers"), and
Pacific Telesis Group (the "Client Company"), sets forth the terms and
conditions under which Mr. Odgers  agrees to provide consulting services to
the Client Company.

                            Terms and Conditions

1.   Effective  Date;   Term.    This  Agreement  shall  be  effective  upon
     execution by the parties, and shall continue in effect until terminated
     as provided below in Section 10.

2.   Services; Compensation.    Pursuant to  the  terms of  this  Agreement,
     following the conclusion of his employment as an  officer of the Client
     Company,  Mr. Odgers  shall  provide consulting services  to the Client
     Company  in  the  areas  of  legal,  regulatory  and  external  affairs
     ("Services") as requested  by the Client Company  and agreed to  by Mr.
     Odgers.   The Client  Company shall  pay Mr. Odgers   according  to the
     rates and  charges set forth  in Exhibit  A.  In  addition, Mr.  Odgers
     shall  be reimbursed  for  the actual  cost  of expenses  described  in
     Exhibit A,  upon  presentation  of  appropriate  documentation  of such
     expenses  to the Client Company. The Client Company shall also continue
     reimbursement  of tax preparation services for Mr.  Odgers  in the same
     manner  as for Executive Vice  Presidents of the  Client Company during
     the  term of this Agreement, provided that such reimbursement shall not
     exceed  $2000 on  an  annual  basis.  The  Client  Company  shall  also
     reimburse Mr. Odgers  or provide  access to services  provided for  the
     lease  or rental of  an automobile in  the same manner  as an Executive
     Vice President under the Pacific Telesis Group automobile policy during
     the  term  of  the  Agreement, including  reimbursement  for  operating
     expenses, insurance, and parking.   Mr. Odgers shall render  an invoice
     to the Client Company on a monthly basis to:

                         Pacific Telesis Group
                         130 Kearny Street, Room 3700
                         San Francisco, CA 94108
                         Attention:  Philip J. Quigley

     Payment will be made for the monthly retainer described in Exhibit A by
     the  15th of  the  month following  the month  for  which the  retainer
     applies.   Payment for days or  half-days of Services in  excess of the
     monthly  retainer and reimbursement for expenses will be made within 30
     days of receipt of Mr. Odgers' monthly invoice.

3.   Facilities.   The  Client Company  shall provide  Mr. Odgers    with an
     office in San Francisco, the location of  which is solely in the Client
     Company's discretion,  and  with shared  secretarial  and  receptionist
     services (provided by personnel designated by the Client Company in its
     sole discretion) for  the term  of this Agreement,  the facilities  and
     secretarial and receptionist   services to be used by Mr. Odgers solely
     in providing Services to the Client Company.



                                      1








                                   <PAGE>

4.   Independent Contractor.

     a.   In  performing these  Services,  Mr.  Odgers    shall  act  as  an
          independent  contractor and  not as  an agent  or employee  of the
          Client Company.  Although  the Services will have to  be completed
          to the satisfaction of  the Client Company and in  accordance with
          this  Agreement, the actual details of the Services shall be under
          Mr. Odgers' control.

     b.   Mr.  Odgers   shall  comply at  his  expense with  all  applicable
          provisions   of   workers'    compensation   laws,    unemployment
          compensation  laws, federal  social security  law, the  Fair Labor
          Standards Act, and  all other applicable federal,  state and local
          laws, regulations and  codes relating to  terms and conditions  of
          employment  required  to  be  fulfilled  by  employers.    In  the
          performance of this Agreement,  Mr. Odgers  also agrees  to comply
          with all applicable federal, state and local laws, regulations and
          codes  and  with  such  requirements or  restrictions  as  may  be
          lawfully  imposed  by  governmental  authorities,   including  the
          procurement of required permits and licenses.

5.   Confidential and  Proprietary Information.   In the performance  of his
     obligations  under  this Agreement,  Mr. Odgers    may receive  or have
     access to ideas, strategies,  concepts, technical information and other
     confidential business,  customer or  personnel information or  data, in
     written, oral or  other form (collectively, "Information") owned by the
     Client Company or  any subsidiary,  affiliate or parent  of the  Client
     Company.   Such Information may contain material that is proprietary or
     confidential or  material that is subject to  applicable laws regarding
     secrecy of  communications or trade  secrets.  Accordingly,  Mr. Odgers
     agrees:

     a.   that all Information so acquired by Mr. Odgers  shall be and shall
          remain  the  exclusive property  of  the  Client  Company, or  any
          subsidiary,  affiliate  or  parent   of  the  Client  Company,  as
          applicable;

     b.   not to copy,  publish, or  disclose the Information  to others  or
          authorize  anyone  else  to  copy  or  publish  or  disclose  such
          Information to others  without the written approval  of the Client
          Company,  or  any subsidiary,  affiliate or  parent of  the Client
          Company, as applicable;

     c.   to  return any copies of  such Information in  written, graphic or
          other  tangible form  to the  Client Company  (or any  subsidiary,
          affiliate or parent of  the Client Company, as applicable)  at its
          request; and

     d.   to  use such Information only  for purposes of  fulfilling work or
          Services  performed under  this Agreement  and for  other purposes
          only upon such terms as may be agreed upon between Mr. Odgers  and
          the  Client Company (or any subsidiary, affiliate or parent of the
          Client Company, as applicable) in writing.

     Because of the  sensitive nature  of the  Services Mr.  Odgers will  be
     performing for  the Client  Company(or its subsidiaries,  affiliates or

                                      2








                                   <PAGE>

     parent,  as  applicable), Mr.  Odgers will  be  required to  notify the
     Client Company  if he becomes an  employee or a  director, or if  he is
     providing services as an independent contractor to, a competitor of the
     Client  Company (or  its subsidiaries,  affiliates or  parent), and  to
     notify  the competitor  of this  Agreement regarding  the use  of trade
     secrets  or Information (as well  as similar provisions  in Mr. Odgers'
     employment  agreement  covering his  employment  as  an Executive  Vice
     President of   the  Client  Company).    Mr.  Odgers  agrees that  upon
     receiving the  notice described in  the preceding sentence,  the Client
     Company may, in its sole discretion,   terminate this Agreement upon 10
     days' notice in accordance with Section 10 below .

6.   Insurance.   Mr.  Odgers    shall  maintain  at  his  expense  workers'
     compensation insurance to  the extent required  by applicable laws  and
     automobile  liability insurance covering  owned automobiles with limits
     of not less than $1,000,000 combined  single limit per occurrence.  Mr.
     Odgers  shall also  maintain  commercial general  liability  insurance,
     including  contractual liability  and personal  injury liability,  with
     limits  of  not  less  than   $1,000,000  combined  single  limit   per
     occurrence,  to  provide protection  against  any  other claims  and/or
     liabilities, including, but not limited to, claims for bodily injury or
     property damage, which may  arise or result from this Agreement  or the
     performance  of this Agreement.  At  the request of the Client Company,
     Mr.  Odgers shall cooperate with the Client Company to maintain lawyers
     professional liability coverage that would cover the Services performed
     for the  Client Company  (or its  subsidiaries, affiliates or  parent).
     Mr. Odgers  also agrees to notify Client Company thirty days in advance
     of any change or lapse in any of the coverages required hereunder.  Mr.
     Odgers shall provide  Client Company with  certification by a  properly
     qualified  representative  of  Mr.   Odgers'  insurer  evidencing  that
     Mr. Odgers' insurance complies  with this section.   The Client Company
     acknowledges that Mr.  Odgers will be  eligible for liability  coverage
     provided to retired  officers of  the Client  Company and  that to  the
     extent coverage  under  that program  meets  the requirements  of  this
     Section 6,  Mr. Odgers will not be required to provide further evidence
     of coverage.  Notwithstanding any  of the foregoing, to the  extent the
     cost  of maintaining insurance  coverage required under  this Section 6
     exceeds $500 on an annual basis, Mr. Odgers shall be reimbursed for the
     cost of such coverage in excess of $500 per year.

7.   Conflict  of Interest.  The Client Company acknowledges that Mr. Odgers
     may  undertake services for others  during the term  of this Agreement.
     In the event that Mr. Odgers  undertakes services for others during the
     term  of  this Agreement  that  could  result in  a  conflict  with the
     interests  of  the  Client  Company, its  subsidiaries,  affiliates  or
     parent,  Mr. Odgers will make  full disclosure to  all affected parties
     and  arrange a  reasonable  method  to  eliminate  the  conflict.    If
     necessary,  Mr.  Odgers  will  withdraw from  representing  clients  or
     providing consulting services to  clients whose interests conflict with
     those of the Client Company its subsidiaries, affiliates or parent.

8.   Non-Assignment;  No Third Party Beneficiaries.  Mr. Odgers  agrees that
     the  obligations to  perform the  consulting services  required  of him
     hereunder  are personal  and may not be assigned or delegated by him in
     any manner whatsoever, nor are such obligations  subject to involuntary
     alienation,  assignment or transfer.  The Client Company may not assign

                                      3








                                   <PAGE>

     this  Agreement or delegate any of its duties or obligations hereunder,
     either in  whole or  in  part, to  any person  or  entity, without  Mr.
     Odgers'   express written consent,  except to a successor of the Client
     Company  which  becomes  obligated  hereunder in  accordance  with  the
     provisions of Section 15.

     This   Agreement  is  for  the  benefit  of  the  Client  Company,  its
     subsidiaries, affiliates and  parent, and  Mr. Odgers and  not for  any
     other person.

9.   Records and Audits.   Mr. Odgers  shall maintain accurate  and complete
     financial  records specifically  relating to  the Services  provided in
     accordance with generally accepted accounting principles and practices,
     consistently applied.   To the extent that such records may be relevant
     in determining whether Mr.  Odgers  is complying with  his obligations,
     the Client  Company may audit such  records.  Mr. Odgers   shall retain
     such records for a period of three years from the date of final payment
     under this Agreement.

10.  Termination; Survival.  This Agreement may be terminated at any time by
     the mutual agreement of Mr. Odgers  and the Client Company.  Mr. Odgers
     or  the  Client Company  may terminate  this Agreement  at any  time by
     giving  the other party 60  days' advance notice  in writing; provided,
     however, that if Mr. Odgers provides notice to the Client Company  that
     he has become an employee or a director, or is providing services as an
     independent contractor to, a  competitor of the Client Company  (or its
     subsidiaries,  affiliates or  parent),  the Client Company  may, in its
     sole discretion, terminate this Agreement by giving Mr. Odgers 10 days'
     advance notice in writing.

     The  terms and  conditions contained  in this  Agreement that  by their
     sense and context are intended to survive the termination or completion
     of  performance of  obligations by  either or  both parties  under this
     Agreement shall so survive.

11.  Death  or  Disability.   Upon  Mr.  Odgers'  death  or disability,  the
     consulting  relationship  created  pursuant   to  this  Agreement  will
     immediately  terminate, and  no further  compensation will  be payable.
     However, the Client  Company will be required to pay  Mr. Odgers or his
     estate any unpaid compensation earned for services rendered through the
     date   of   his  death   or  disability,   together  with   any  unpaid
     reimbursements owed.

     For  purposes  of this  Agreement,  Mr.  Odgers will  be  deemed  to be
     disabled if he is unable to engage in any  substantial gainful activity
     by reason  of any medically-determinable physical  or mental impairment
     expected  to result in death or to  be of continuous duration of twelve
     months or more.

12.  Governing  Law.  This Agreement  shall be construed  in accordance with
     the laws of the State of California, irrespective of its choice of laws
     principles.

13.  Notices.  All notices and other  communications shall be in writing and
     shall be addressed to  these representatives of the Client  Company and
     Mr. Odgers (or to such other representative or address  as either party

                                      4








                                   <PAGE>

     may from time to time designate in writing):

     Mr. Philip J. Quigley
     Pacific Telesis Group
     130 Kearny Street, Room 3716
     San Francisco, CA 94108

     Mr. R. W. Odgers
     28 Eugene Street
     Mill Valley, CA

14.  Severability.  The invalidity  or unenforceability of any provision  of
     this  Agreement will not affect  the validity or  enforceability of any
     other  provision  of this  Agreement,  and such  other  provisions will
     accordingly remain in full force and effect.

15.  Successors and Assigns.  The provisions of this Agreement will inure to
     the benefit of  and be binding  upon the Client Company,  together with
     its   successors  and  assigns,  and  Mr.  Odgers    and  the  personal
     representative of his  estate and his heirs  and legatees.   Without in
     any  manner limiting  the  foregoing,  should  the  Client  Company  be
     acquired by merger or stock or asset sale, the acquiring entity will be
     bound by the terms and provisions of this Agreement and will succeed to
     all of the Client Company's obligations and liabilities hereunder.

16.  Entire  Agreement.   This Agreement  incorporates the  entire agreement
     between Mr. Odgers  and the Client Company relating to his retention as
     a  consultant to the business  and supersedes all  prior agreements and
     understandings, whether  written or oral, with respect  to such subject
     matter.

17.  Amendment.   This Agreement may  only be amended  by written instrument
     signed  by  Mr. Odgers   and  a duly-authorized  officer of  the Client
     Company.

IN WITNESS  WHEREOF, the parties have caused two originals of this Agreement
to   be  executed  by   themselves  or  their   respective  duly  authorized
representatives.



/s/ R. W. Odgers                        Date:  12/5/96


PACIFIC TELESIS GROUP

By: /s/ Philip J. Quigley               Date:  12/6/96


SBC COMMUNICATIONS INC.

Concurred by: /s/ Edward E. Whitacre    Date:  12/4/96
               Chairman of the Board
            and Chief Executive Officer



                                      5








                                   <PAGE>

                          COMPENSATION FOR SERVICES
                          AND REIMBURSABLE EXPENSES

The  following are the standards to be  applied in providing compensation to
Mr.  Odgers for  Services rendered  and in  reimbursing Mr.  Odgers for  the
actual  cost of expenses,  provided that such  expenses are  incurred in the
performance of Services:

1.   Compensation for Services:  Specific Services shall be requested by the
     Client Company. Mr. Odgers  shall  be entitled to cash compensation for
     Services  at the rate of $1,300 per  half-day (time worked in a twenty-
     four hour period of less  than 4 hours) or $2,600 per day  (time worked
     in  a twenty-four period of four hours or more) worked.  The time to be
     included  in each day or  half-day worked shall  include time providing
     Services and all travel time.   A monthly retainer of $15,600 per month
     shall be paid to Mr. Odgers.  Payment for days or half-days of Services
     provided  in excess of the amount covered by the retainer shall be made
     in accordance with the preceding rates.

2.   Airfare and Travel:   Mr. Odgers shall be entitled to reimbursement for
     first-class  airfare for  himself (and  his spouse  where appropriate).
     Mr.  Odgers   and  his spouse  shall be  entitled to  reimbursement for
     reasonable travel from and returning to  their California residence for
     circumstances in which the participation of the spouse is appropriate.

3.   Lodging  and Meals:  The Client Company  will reimburse Mr. Odgers  for
     reasonable lodging and  meal expenses when Mr. Odgers is  away from his
     California  residence.  Mr.  Odgers shall be  entitled to reimbursement
     for meals purchased for persons other than Mr. Odgers in the reasonable
     course of providing the Services contemplated under this Agreement.

4.   Telecommunications  Charges:   The  Client Company  will reimburse  Mr.
     Odgers for all  long distance  and toll telephone  calls and  facsimile
     charges  for calls  placed or  received by  Mr. Odgers  when reasonably
     necessary  for  Mr.   Odgers'  performance  of    Services  under  this
     Agreement.

5.   Delivery:  The Client  Company will reimburse Mr. Odgers  for messenger
     services, overnight delivery and other express mail type services.

6.   Entertainment:    The  Client Company  will  reimburse  Mr. Odgers  for
     reasonable entertainment expenses.















                                      1








                                   <PAGE>

                           CONFIRMATION AGREEMENT


     THIS CONFIRMATION AGREEMENT ("Agreement"),  entered into as of December
6, 1996,  by and  between J.R.  MOBERG (the  "Officer") and  PACIFIC TELESIS
GROUP, a Nevada corporation ("Pacific"),

                                 WITNESSETH:

     Whereas the Officer and Pacific entered into an Employment Agreement
effective January 1, 1989 (the "1989 Agreement"), which, among other things,
provides for the payment by Pacific to Officer of various amounts under
various circumstances in connection with a termination of employment of the
Officer following a Change in Control (as such term is defined in such 1989
Agreement); and

     Whereas the Officer by a show of interest letter agreement dated July
26, 1996 (the "Letter Agreement") has, among other things, agreed to
continue working for Pacific for up to twelve months following the closing
of the merger of SBC Communications (NV) Inc. into Pacific (the "Merger")
and to enter into an agreement to provide certain consulting services
relating to the Telephone Pioneers of America following the conclusion of
the Officer's employment as an officer of Pacific; and

     Whereas the Officer has been designated as eligible to participate in
the Officer Cashout Factor Extension Program, as described in the Officer
Acknowledgment Regarding Extension of Employment  provided to the Officer on
July 26, 1996 (the "Officer CFEP"), provided the Officer executes such
Acknowledgment and returns it to Pacific by the date specified in such
Acknowledgment; and

     Whereas Pacific is obligated under the terms of the Agreement and Plan
of Merger Among Pacific Telesis Group, SBC Communications Inc. and SBC
Communications (NV) Inc. dated as of April 1, 1996 to consult with SBC
Communications Inc. ("SBC") prior to implementing any retention programs
designed to prevent the loss of key employees; and

     Whereas Pacific has consulted with SBC regarding this Agreement; and

     Whereas the Officer and Pacific wish to confirm the meaning of various
terms of the Letter Agreement in order to avoid any possible ambiguities
between the 1989 Agreement and the Letter Agreement:

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  This Agreement shall not supersede or limit the 1989 Agreement.
Accordingly, no terms of Officer's employment by Pacific are affected by
execution of this Agreement.

     2.  The Letter Agreement is hereby superseded and replaced by this
Agreement.

     3.  Officer agrees to continue to work for Pacific following the
Merger, such employment continuing to be pursuant to the terms of the 1989
Agreement.  Such employment will continue through the close of business on a
date that is up twelve months following the closing of the Merger at which

                                      2








                                   <PAGE>

time Officer's employment with Pacific shall terminate, unless such
employment is terminated at an earlier date at the discretion of SBC after
having given Officer at least 30 days' prior written notice ("Officer's
Termination Date").  The parties hereby mutually agree that Officer's
termination of employment  upon the Officer's Termination Date will be
treated solely for purposes of application of the 1989 Agreement as an
involuntary termination without Cause (as such term is defined in such 1989
Agreement).  Further, upon Officer's termination of employment upon the
Officer's Termination Date, Pacific will treat this Agreement as Officer's
written notice describing and requesting payment of amounts under the 1989
Agreement in connection with an involuntary termination without Cause, which
notice is required pursuant to Section 12(c) of such 1989 Agreement.

     4.  The parties further agree that in connection with Officer's
termination of employment upon the Officer's Termination Date, the Officer
shall be provided with the benefits pursuant to the Officer CFEP, subject to
the terms and conditions thereof.

     5.  The parties agree that it is desirable to enter into an agreement
under which the Officer may provide consulting services in the form attached
hereto as Attachment 1.

     IN WITNESS WHEREOF, each  of the parties has executed this Agreement,
in the case of Pacific by its duly authorized officer, as of the day and
year first above written.

                                           PACIFIC TELESIS GROUP


                                       By: /s/ Philip J. Quigley
                                       Title:  Chairman

/s/ J. R. Moberg


SBC COMMUNICATIONS INC.

Concurred by:

/s/ Edward E. Whitacre, Jr.            Date:  12/4/96
Chairman of the Board and
Chief Executive Officer















                                      3








                                   <PAGE>

                      AGREEMENT FOR CONSULTANT SERVICES

This agreement ("Agreement") between J. R. Moberg  ("Mr. Moberg"), and
Pacific Telesis Group (the "Client Company"), sets forth the terms and
conditions under which Mr. Moberg  agrees to provide consulting services to
the Client Company.

                            Terms and Conditions

1.   Effective Date;  Term.  This Agreement shall be effective upon
     execution by the parties and shall continue in effect until terminated
     as provided below in Section 10.

2.   Services; Compensation.  Pursuant to the terms of this Agreement,
     following the conclusion of his employment as an officer of the Client
     Company, Mr. Moberg  shall provide consulting services to the Client
     Company related to the Telephone Pioneers of America, including serving
     as Vice President  of such organization from July 1, 1997 through June
     30, 1998 and as President of such organization from July 1, 1998
     through June 30, 1999 ("Services").  The Client Company shall pay Mr.
     Moberg  compensation of $31,500 per month for such Services.  In
     addition, Mr. Moberg  shall be reimbursed for the actual cost of
     expenses described in Exhibit A, upon presentation of appropriate
     documentation of such expenses to the Client Company. The Client
     Company shall also continue reimbursement of tax preparation services
     for Mr. Moberg  in the same manner as for Executive Vice Presidents of
     the Client Company during the term of this Agreement, provided that
     such reimbursement shall not exceed $2000 on an annual basis. The
     Client Company will also reimburse Mr. Moberg or provide access to
     services provided for the lease or rental of an automobile in the same
     manner as an Executive Vice President under the Pacific Telesis Group
     automobile policy during the term of the Agreement, including
     reimbursement for operating expenses, insurance, and parking.

3.   Facilities.  The Client Company shall provide Mr. Moberg  with an
     office in San Francisco, the location of which is solely in the Client
     Company's discretion, and with shared secretarial and receptionist
     services (provided by personnel designated by the Client Company in its
     sole discretion) for the term of this Agreement, the facilities and
     secretarial and receptionist  services to be used by Mr. Moberg solely
     in providing Services to the Client Company.

4.   Independent Contractor.

     a.   In performing these Services, Mr. Moberg  shall act as an
          independent contractor and not as an agent or employee of the
          Client Company.  Although the Services will have to be completed
          to the satisfaction of the Client Company and in accordance with
          this Agreement, the actual details of the Services shall be under
          Mr. Moberg's control.

     b.   Mr. Moberg  shall comply at his expense with all applicable
          provisions of workers' compensation laws, unemployment
          compensation laws, federal social security law, the Fair Labor
          Standards Act, and all other applicable federal, state and local
          laws, regulations and codes relating to terms and conditions of

                                      1








                                   <PAGE>

          employment required to be fulfilled by employers.  In the
          performance of this Agreement, Mr. Moberg  also agrees to comply
          with all applicable federal, state and local laws, regulations and
          codes and with such requirements or restrictions as may be
          lawfully imposed by governmental authorities, including the
          procurement of required permits and licenses.

5.   Confidential and Proprietary Information.  In the performance of his
     obligations under this Agreement, Mr. Moberg  may receive or have
     access to ideas, strategies, concepts, technical information and other
     confidential business, customer or personnel information or data, in
     written, oral or other form (collectively, "Information") owned by the
     Client Company or any subsidiary, affiliate or parent of the Client
     Company.  Such Information may contain material that is proprietary or
     confidential or material that is subject to applicable laws regarding
     secrecy of communications or trade secrets.  Accordingly, Mr. Moberg
     agrees:

     a.   that all Information so acquired by Mr. Moberg  shall be and shall
          remain the exclusive property of the Client Company, or any
          subsidiary, affiliate or parent of the Client Company ,as
          applicable;

     b.   not to copy, publish, or disclose the Information to others or
          authorize anyone else to copy or publish or disclose such
          Information to others without the written approval of the Client
          Company, or any subsidiary, affiliate or parent of the Client
          Company ,as applicable;

     c.   to return any copies of such Information in written, graphic or
          other tangible form to the Client Company (or any subsidiary,
          affiliate or parent of the Client Company, as applicable) at its
          request; and

          to use such Information only for purposes of fulfilling work or
          Services performed under this Agreement and for other purposes
          only upon such terms as may be agreed upon between Mr. Moberg  and
          the Client Company (or any subsidiary, affiliate or parent of the
          Client Company, as applicable) in writing.

     Because of the sensitive nature of the work that Mr. Moberg will be
     performing for the Client Company (or its subsidiaries, affiliates or
     parent, as applicable), Mr. Moberg will be required to notify the
     Client Company if he becomes an employee or a director, or if he is
     providing services as an independent contractor to, a competitor of the
     Client Company (or its subsidiaries, affiliates or parent), and to
     notify the competitor of this Agreement regarding the use of trade
     secrets or Information (as well as similar provisions in Mr. Moberg's
     employment agreement covering his employment as an Executive Vice
     President of the Client Company).  Mr. Moberg agrees that upon
     receiving the notice described in the preceding sentence, the Client
     Company may, in its sole discretion, terminate this Agreement upon 10
     days' notice in accordance with the provisions of Section 10 below.

6.   Insurance.  Mr. Moberg  shall maintain at his expense workers'
     compensation insurance as required by applicable laws and automobile

                                      2








                                   <PAGE>

     liability insurance covering owned automobiles with limits of not less
     than $1,000,000 combined single limit per occurrence.  Mr. Moberg shall
     also maintain commercial general liability insurance, including
     contractual liability and personal injury liability, with limits of not
     less than $1,000,000 combined single limit per occurrence, to provide
     protection against any other claims and/or liabilities, including, but
     not limited to, claims for bodily injury or property damage, which may
     arise or result from this Agreement or the performance of this
     Agreement.  The Client Company agrees to assist Mr. Moberg in obtaining
     such coverage.  Mr. Moberg also agrees to notify Client Company thirty
     days in advance of any change or lapse in any of the coverages required
     hereunder.  Mr. Moberg shall provide Client Company with certification
     by a properly qualified representative of Mr. Moberg's insurer
     evidencing that Mr. Moberg's insurance complies with this section. The
     Client Company acknowledges that Mr. Moberg will be eligible for
     liability coverage provided to retired officers of the Client Company
     and that to the extent coverage under that program meets the
     requirements of this Section 6, Mr. Moberg  will not be required to
     provide further evidence of coverage.  Notwithstanding any of the
     foregoing, to the extent the cost of maintaining insurance coverage
     required under this Section 6 exceeds $500 on an annual basis, Mr.
     Moberg  shall be reimbursed for the cost of such coverage in excess of
     $500 per year.

7.   Conflict of Interest.  The Client Company acknowledges that Mr. Moberg
     may undertake services for others during the term of this Agreement.
     In the event that Mr. Moberg  undertakes services for others during the
     term of this Agreement that could result in a conflict with the
     interests of the Client Company, its subsidiaries, affiliates or
     parent, Mr. Moberg will make full disclosure to all affected parties
     and arrange a reasonable method to eliminate the conflict.  If
     necessary, Mr. Moberg will withdraw from representing clients or
     providing consulting services to clients whose interests conflict with
     those of the Client Company its subsidiaries, affiliates or parent.

8.   Non-Assignment;  No Third Party Beneficiaries.  Mr. Moberg  agrees that
     the obligations to perform the consulting services required of him
     hereunder  are personal and may not be assigned or delegated by him in
     any manner whatsoever, nor are such obligations subject to involuntary
     alienation, assignment or transfer.  The Client Company may not assign
     this Agreement or delegate any of its duties or obligations hereunder,
     either in whole or in part, to any person or entity, without Mr.
     Moberg's   express written consent, except to a successor of the Client
     Company which becomes obligated hereunder in accordance with the
     provisions of Section 15.

     This Agreement is for the benefit of the Client Company, its
     subsidiaries, affiliates and parent, and Mr. Moberg and not for any
     other person.

9.   Records and Audits.  Mr. Moberg  shall maintain accurate and complete
     financial records specifically relating to the Services provided in
     accordance with generally accepted accounting principles and practices,
     consistently applied.  To the extent that such records may be relevant
     in determining whether Mr. Moberg  is complying with his obligations,
     the Client Company may audit such records.  Mr. Moberg  shall retain

                                      3








                                   <PAGE>

     such records for a period of three years from the date of final payment
     under this Agreement.

10   Termination; Survival.  This Agreement may be terminated at any time by
     the mutual agreement of Mr. Moberg  and the Client Company.  Mr. Moberg
     or the Client Company may terminate this Agreement at any time by
     giving the other party 60 days' advance notice in writing; provided,
     however, that if Mr. Moberg provides notice to the Client Company that
     he has become an employee or a director, or is providing services as an
     independent contractor to, a competitor of the Client Company (or its
     subsidiaries, affiliates or parent), the Client Company may, in its
     sole discretion, terminate this Agreement by giving Mr. Moberg  10
     days' advance notice in writing.

     The terms and conditions contained in this Agreement that by their
     sense and context are intended to survive the termination or completion
     of performance of obligations by either or both parties under this
     Agreement shall so survive.

11.  Death or Disability.  Upon Mr. Moberg's death or disability, the
     consulting relationship created pursuant to this Agreement will
     immediately terminate, and no further compensation will be payable.
     However, the Client Company will be required to pay Mr. Moberg or his
     estate any unpaid compensation earned for services rendered through the
     date of his death or disability, together with any unpaid
     reimbursements owed.

     For purposes of this Agreement, Mr. Moberg will be deemed to be
     disabled if he is unable to engage in any substantial gainful activity
     by reason of any medically-determinable physical or mental impairment
     expected to result in death or to be of continuous duration of twelve
     months or more.

12.  Governing Law.  This Agreement shall be construed in accordance with
     the laws of the State of California, irrespective of its choice of laws
     principles.

13.  Notices.  All notices and other communications shall be in writing and
     shall be addressed to these representatives of the Client Company and
     Mr. Moberg (or to such other representative or address as either party
     may from time to time designate in writing):

     Mr. Philip J. Quigley
     Pacific Telesis Group
     130 Kearny Street, Room 3716
     San Francisco, CA 94108

     Mr. J. R. Moberg
     760 El Cerrito Avenue
     Hillsborough, CA

14.  Severability.  The invalidity or unenforceability of any provision of
     this Agreement will not affect the validity or enforceability of any
     other provision of this Agreement, and such other provisions will
     accordingly remain in full force and effect.


                                      4








                                   <PAGE>

15.  Successors and Assigns.  The provisions of this Agreement will inure to
     the benefit of and be binding upon the Client Company, together with
     its successors and assigns, and Mr. Moberg  and the personal
     representative of his estate and his heirs and legatees.  Without in
     any manner limiting the foregoing, should the Client Company be
     acquired by merger or stock or asset sale, the acquiring entity will be
     bound by the terms and provisions of this Agreement and will succeed to
     all of the Client Company's obligations and liabilities hereunder.

16.  Entire Agreement.  This Agreement incorporates the entire agreement
     between Mr. Moberg  and the Client Company relating to his retention as
     a consultant to the business and supersedes all prior agreements and
     understandings, whether written or oral, with respect to such subject
     matter.

17.  Amendment.  This Agreement may only be amended by written instrument
     signed by Mr. Moberg  and a duly-authorized officer of the Client
     Company.

IN WITNESS WHEREOF, the parties have caused two originals of this Agreement
to be executed by themselves or their respective duly authorized
representatives.



/s/ J. R. Moberg                            Date: 12/6/96


PACIFIC TELESIS GROUP

By: /s/ Philip J. Quigley                   Date:  12/6/96



SBC COMMUNICATIONS INC.

Concurred by: /s/ Edward E. Whitacre        Date:  12/4/96




















                                      5








                                   <PAGE>



                            REIMBURSABLE EXPENSES

The following are the standards to be applied in reimbursing Mr. Moberg for
the actual cost of expenses, provided that such expenses are incurred in the
performance of Services:



1.   Airfare and Travel:  Mr. Moberg shall be entitled to reimbursement for
     first-class airfare for himself (and his spouse where appropriate).
     Mr. Moberg  and his spouse shall be entitled to reimbursement for
     reasonable travel from and returning to their California residence for
     circumstances in which the participation of the spouse is appropriate.

2.   Lodging and Meals:  The Client Company will reimburse Mr. Moberg  for
     reasonable lodging and meal expenses when Mr. Moberg is away from his
     California residence.  Mr. Moberg shall be entitled to reimbursement
     for meals purchased for persons other than Mr. Moberg in the reasonable
     course of providing the Services contemplated under this Agreement.

3.   Telecommunications Charges:  The Client Company will reimburse Mr.
     Moberg for all  long distance and toll telephone calls and facsimile
     charges for calls placed or received by Mr. Moberg when reasonably
     necessary for Mr. Moberg's performance of  Services under this
     Agreement.

4.   Delivery:  The Client Company will reimburse Mr. Moberg for messenger
     services, overnight delivery and other express mail type services.

5.   Entertainment:  The Client Company will reimburse Mr. Moberg for
     reasonable entertainment expenses.
























                                      1