<PAGE>

                                                                   EXHIBIT 10.42

         WHEREAS, Cingular Wireless Corporation is the manager of Cingular
Wireless LLC (the "Company"); and

         WHEREAS, SBC Communications, Inc. ("SBC") maintains, for the benefit of
certain highly compensated and key management employees, the (1) the
Supplemental Retirement Income Plan ("SRIP"), (2) the Pension Make Up Plan, (3)
the Supplemental Life Insurance Plan, (3) the Salary and Incentive Award
Deferral Plan ("SIAD"), (4) the Senior Management Long Term Disability Plan and
(5) the Executive Health Plan (collectively the "SBC Plans") (copies of such
plans are attached as Exhibit A hereto); and

         WHEREAS, certain former SBC employees, who have been contributed to the
Company or an affiliate of the Company, were eligible to participate and receive
benefits under the SBC Plans (the "Transition Executives"); and

         WHEREAS, the Transition Executives are identified by name and the SBC
Plan(s) in which they participated on Exhibit B hereto; and

         WHEREAS, the Company desires to adopt the provisions and benefits of
the SBC Plans into a new Company plan for the Transition Executives, so that
they may continue to benefit from the provisions of the SBC Plans following
their contribution to the Company; and

         WHEREAS, the new plan shall be known as the Cingular Wireless SBC
Transition Executive Benefit Plan (the "Cingular Plan"); and

         WHEREAS, the terms of the Cingular Plan shall incorporate by reference
the terms of the SBC Plans and shall be the same terms as in effect for the SBC
Plans on October 28, 2001, including any amendments adopted through such date,
unless otherwise provided in these resolutions or in Exhibit C hereto; and

         WHEREAS, the benefits provided to the Transition Executives under the
Cingular Plan shall be in lieu of the benefits such employees would have been
entitled to receive under the SBC Plans and shall be offset against any benefits
payable under the SBC Plans for any reason; and

         WHEREAS, the Transition Executives, as identified in Exhibit B, shall
be the only employees of the Company and its affiliates eligible to participate
and receive benefits under the Cingular Plan and no other employees of the
Company or its affiliates shall be permitted to participate in the Cingular
Plan;

         NOW, THEREFORE, BE IT RESOLVED, that the Cingular Plan, as described
herein, is hereby approved and adopted as presented to the Board; provided, the
Senior Vice President of Human Resources of the Company is hereby authorized to
approve and
<PAGE>

execute a plan document for the Cingular Plan as he deems appropriate based on
the advice of counsel;

         FURTHER RESOLVED, that with regard to the Supplemental Life Insurance
Plan, the Company is authorized to receive an assignment of all of SBC's
obligations, rights and interests in the Supplemental Life Insurance Plan and
any underlying policies of insurance, including the obligation to administer the
plan and pay any required company contributions;

         FURTHER RESOLVED, that the Cingular Plan shall be administered by the
Senior Vice President - Human Resources of the Company and his delegates;
provided, however, that the Senior Vice President - Human Resources shall be
permitted to appoint third party administrators to assist in the administration
of the Cingular Plan;

         FURTHER RESOLVED, that the Company reserves the unilateral right to
modify, amend or terminate the Cingular Plan at any time for any reason,
including the right to merge the Cingular Plan or any benefit under it into
another Company benefit plan that may provide for different benefits than the
Cingular Plan;

         FURTHER RESOLVED, that the Chief Operating Officer, the Chief Financial
Officer, and the Senior Vice President of Human Resources of the Company are
hereby authorized to approve amendments to the Cingular Plan from time to time
as they deem necessary or appropriate consistent with the Company's employee
benefit policies and based on the input of the Human Resources division, Finance
division and other applicable divisions within the Company; provided, no such
amendment which is reasonably expected to result in an increase in annual plan
expense shall be effective without the approval of the Board;

         FURTHER RESOLVED, that the appropriate officers of the Company and its
affiliates are hereby authorized to execute such other documents and to take
such actions as they may deem necessary or appropriate to implement the Cingular
Plan and to carry out the intent and purposes of the foregoing resolutions as
shall be necessary to comply with the requirements of the Internal Revenue Code,
the Employee Retirement Income Security Act and all other applicable laws; and

         RESOLVED, all prior actions taken by any officer of the Corporation and
any officers of the Company in connection with the foregoing resolutions are
hereby ratified.
<PAGE>
                                   EXHIBIT A

[SBC LOGO]
           SBC Communications Inc.


                      SUPPLEMENTAL RETIREMENT INCOME PLAN


                                            Effective: January 1, 1984
                                            Revisions Effective: October 1, 2000



                      SUPPLEMENTAL RETIREMENT INCOME PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                  Page
-------                                                                  ----
<S>                                                                      <C>
1.       Purpose                                                          1
2.       Definitions                                                      1
3.       Plan ("SRIP") Benefits                                           5
         3.1      Termination of Employment/Vesting                       5
         3.2      Disability                                              7
         3.3      Benefit Payout Alternatives                             7
4.       Death Benefits                                                  10
         4.1      Death                                                  10
         4.2      Disability                                             10
         4.3      Termination of Employment                              11
5.       Payment                                                         11
         5.1      Commencement of Payments                               11
         5.2      Withholding; Unemployment Taxes                        11
         5.3      Recipients of Payments; Designation
                  of Beneficiary                                         11
         5.4      Additional Benefit                                     11
         5.5      No Other Benefits                                      12
         5.6      Small Benefit                                          12
         5.7      Special Increases                                      12
6.       Conditions Related to Benefits                                  14
         6.1      Administration of Plan                                 14
         6.2      No Right to SBC Assets                                 14
         6.3      Trust Fund                                             14
         6.4      No Employment Rights                                   14
         6.5      Modification or Termination of Plan                    15
         6.6      Offset                                                 16
         6.7      Change in Status                                       16
7.       Miscellaneous                                                   16
         7.1      Nonassignability                                       16
         7.2      Non-Competition                                        16
         7.3      Notice                                                 17
         7.4      Validity                                               18
         7.5      Applicable Law                                         18
         7.6      Plan Provisions in Effect Upon
                  Termination of Employment                              18
Attachment (Agreement)
</TABLE>



                                       1



<PAGE>



                      SUPPLEMENTAL RETIREMENT INCOME PLAN

1.       PURPOSE.  The purpose of the Supplemental Retirement Income Plan
("Plan") is to provide Eligible Employees with retirement benefits to supplement
benefits payable pursuant to SBC's qualified group pension plans.

2.       DEFINITIONS.  For purposes of this Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly indicates
otherwise:

         ADMINISTRATIVE COMMITTEE.  "Administrative Committee" means a Committee
         consisting of the Senior Executive Vice President-Human Resources and
         two or more other members designated by the Senior Executive Vice
         President-Human Resources who shall administer the Plan.

         AGREEMENT.  "Agreement" means the written agreement (substantially in
         the form attached to this Plan) that shall be entered into between SBC
         by the Senior Executive Vice President-Human Resources and a
         Participant to carry out the Plan with respect to such Participant.
         Entry into a new Agreement shall not be required upon amendment of the
         Plan or upon an increase in a Participant's Retirement Percent (which
         increase shall nevertheless be utilized to determine the Participant's
         benefits hereunder even though not reflected in the Participant's
         Agreement), except entry into a new Agreement shall be required in the
         case of an amendment which alters, to the detriment of a Participant,
         the benefits described in this Plan as applicable to such Participant
         (See Section 6.5). Such new Agreement shall operate as the written
         consent required by Section 6.5 of the Participant to such amendment.

         BENEFICIARY.  "Beneficiary" shall mean any beneficiary or
         beneficiaries designated by the Eligible Employee pursuant to the SBC
         Rules for Employee Beneficiary Designations as may hereafter be amended
         from time-to-time ("Rules").

         CHAIRMAN.  "Chairman" shall mean the Chairman of the Board of SBC
         Communications Inc.

         DISABILITY.  "Disability" means any Termination of Employment prior to
         being Retirement Eligible that the Administrative Committee, in its
         complete and sole discretion, determines is by reason of a
         Participant's total


                                       2








<PAGE>

and permanent disability. The Administrative Committee may require that the
Participant submit to an examination by a competent physician or medical clinic
selected by the Administrative Committee. On the basis of such medical
evidence, the determination of the Administrative Committee as to whether or
not a condition of total and permanent disability exists shall be conclusive.

EARNINGS.  "Earnings" means for a given calendar year the Participant's: (1)
bonus made as a short term award during the calendar year but not exceeding
200% of the target amount of such bonus (or such other portion of the bonus as
may be determined by the Human Resources Committee of the Board of SBC), plus
(2) base salary before reduction due to any contribution pursuant to any
deferred compensation plan or agreement provided by SBC, including but not
limited to compensation deferred in accordance with Section 401(k) of the
Internal Revenue Code.

ELIGIBLE EMPLOYEE.   "Eligible Employee" means an Officer or a non-Officer
employee of any SBC company who is designated by the Chairman as eligible to
participate in the Plan. Effective on and after July 1, 1994, only an Officer
may become an Eligible Employee.

FINAL AVERAGE EARNINGS.   "Final Average Earnings" means the average of the
Participant's Monthly Earnings for the thirty-six (36) consecutive months out
of the one hundred twenty (120) months next preceding the Participant's
Termination of Employment which yields the highest average earnings. If the
Participant has fewer than thirty-six (36) months of employment, the average
shall be taken over his or her period of employment.

IMMEDIATE ANNUITY VALUE.   "Immediate Annuity Value" means the annual amount of
annuity payments that would be paid out of a plan on a single life annuity
basis if payment of the plan's benefit was commenced immediately upon
Termination of Employment, notwithstanding the form of payment of the plan's
benefit actually made to the Participant (i.e., joint and survivor annuity,
lump sum, etc.) and notwithstanding the actual commencement date of the payment
of such benefit.

MID-CAREER HIRE.   "Mid-Career Hire" means an individual hired or rehired at
age 35 or older (i) into a position eligible for benefits under this Plan or
(ii) who is




                                       3
<PAGE>

subsequently promoted to a position eligible for benefits under this Plan.

MONTHLY EARNINGS. "Monthly Earnings" means one-twelfth (1/12) of Earnings.

OFFICER. "Officer" shall mean an individual who is designated by the Chairman
as eligible to participate in the Plan who is an elected officer of SBC or of
any SBC subsidiary (direct or indirect).

PARTICIPANT. A "Participant" means an Eligible Employee who has entered into an
Agreement to Participate in the Plan.

RETIREMENT. "Retirement" shall mean the Termination of Employment of an
Eligible Employee for reasons other than death, on or after the earlier of the
following dates: (1) the date the Eligible Employee is Retirement Eligible or
(2) the date the Eligible Employee has attained one of the following
combinations of age and service at Termination of Employment on or after April
1, 1997, except as otherwise indicated below:

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

With respect to an Eligible Employee who is granted an EMP Service Pension
under and pursuant to the provisions of the SBC Pension Benefit Plan --
Nonbargained Program ("SBCPBP") upon Termination of Employment, the term
"Retirement" shall include such Eligible Employee's Termination of Employment.

RETIREMENT ELIGIBLE. "Retirement Eligible" or "Retirement Eligibility" means
that a Participant has attained age 55; provided, however, if (1) the
Participant is, or has been within the one year period immediately preceding
the relevant date, an Officer with 30 or more Years of Service and has not
attained age 55, or 2) the Participant has 15 or more Years of Service and has
not attained age 55 and is, or has been within the one year period immediately
preceding the relevant date, the Chairman or a Direct Reporting Officer as such
term is defined in SBC's Schedule of Authorizations, he shall nevertheless be
deemed to be



                                       4
<PAGE>


         Retirement Eligible. Note: Any reference in any other SBC plan to a
         person being eligible to retire with an immediate pension pursuant to
         the SBC Supplemental Retirement Income Plan shall be interpreted as
         having the same meaning as the term Retirement Eligible.

         RETIREMENT PERCENT. "Retirement Percent" means the percent specified
         in the Agreement with the Participant which establishes a Target
         Retirement Benefit (see Section 3.1) as a percentage of Final Average
         Earnings.

         SBC. "SBC" means SBC Communications Inc.

         SERVICE FACTOR. "Service Factor" means, unless otherwise agreed in
         writing by the Participant and SBC, either (a) a deduction of 1.43
         percent, or .715 percent for Mid-Career Hires, multiplied by the
         number by which (i) thirty-five (or thirty in the case of an Officer)
         exceeds (ii) the number of Years of Service of the Participant, or (b)
         a credit of 0.71 percent multiplied by the number by which (i) the
         number of Years of Service of the Participant exceeds (ii) thirty-five
         (or thirty in the case of an Officer). For purposes of the above
         computation, a deduction shall result in the Service Factor being
         subtracted from the Retirement Percent whereas a credit shall result
         in the Service Factor being added to the Retirement Percent.

         TERMINATION OF EMPLOYMENT. "Termination of Employment" means the
         ceasing of the Participant's employment from the SBC controlled group
         of companies for any reason whatsoever, whether voluntarily or
         involuntarily.

         YEAR. A "Year" is a period of twelve (12) consecutive calendar months.

         YEAR OF SERVICE. "Year of Service" means each complete Year of
         continuous, full-time service as an employee beginning on the date
         when a Participant first began such continuous employment with any SBC
         company and on each anniversary of such date, including service prior
         to the adoption of this Plan.

3.       Plan ("SRIP") Benefits.




                                       5
<PAGE>

3.1  Termination of Employment/Vesting. With respect to (1) a person who becomes
     a Participant prior to January 1, 1998, or (2) a person who prior to
     January 1, 1998 is an officer of a Pacific Telesis Group ("PTG") company
     and becomes a Participant after January 1, 1998, upon such a Participant's
     Termination of Employment, SBC shall pay to such Participant a monthly SRIP
     Benefit in accordance with Section 3.3. The amount of such monthly SRIP
     Benefit is calculated as follows:

            Final Average Earnings
         x  Revised Retirement Percentage
         --------------------------------
         =  Target Retirement Benefit
         ~  Immediate Annuity Value of any SBC/PTG Qualified Pensions
         -  Immediate Annuity Value of any other SBC/PTG Non-Qualified
                 Pensions other than SRIP
         --------------------------------
         =  Target Benefit
         -  Age Discount
         ------------------
         =  SRIP Benefit immediately payable upon Termination of Employment

     With respect to a person who is appointed an Officer and becomes a
     Participant on or after January 1, 1998, upon such a Participant's
     Termination of Employment, SBC shall pay to such Participant a monthly SRIP
     Benefit in accordance with Section 3.3. The amount of such monthly SRIP
     Benefit is calculated as follows:

            Final Average Earnings
         x  Revised Retirement Percentage
         --------------------------------
         =  Target Retirement Benefit
         -  Age Discount
         ------------------
         =  Discounted Target Benefit
         -  Immediate Annuity Value of any SBC/PTG Qualified Pensions
         -  Immediate Annuity Value of any SBC/PTG Non-Qualified
                 Pensions, other than SRIP
         ---------------------------------
         =  SRIP Benefit immediately payable upon Termination of Employment

     Where in both of the above cases the following apply:

     (a)  Revised Retirement Percentage = Retirement Percent + Service Factor

     (b)  For purposes of determining the Service Factor, the Participant's
          actual Years of Service as of the date of Termination of Employment,
          to the day, shall be used.

     (c)  For purposes of determining the Final Average Earnings, the
          Participant's Earnings history as of




                                       6
<PAGE>

                  the date of Termination of Employment shall be used.

         (d)      Age Discount means the Participant's SRIP Benefit shall be
                  decreased by five-tenths of one percent (.5%) for each month
                  that the date of the commencement of payment precedes the date
                  on which the Participant will attain age 60.

                  Notwithstanding the foregoing, if at the time of Termination
                  of Employment the Participant (1) is, or has been within the
                  one year period immediately preceding Participant's
                  Termination of Employment, an Officer with 30 or more years of
                  Service or (2) has 15 or more Years of Service and is, or has
                  been within the one year period immediately preceding
                  Participant's Termination of Employment, the Chairman or a
                  Direct Reporting Officer, such Participant's Age Discount
                  shall be zero.

         Except to true up for an actual short term award paid following
         Termination of Employment, there shall be no recalculation of a
         Participant's monthly SRIP Benefit following Participant's Termination
         of Employment.

         If a Participant who has commenced payment of his or her SRIP Benefit
         dies, his or her Beneficiary shall be entitled to receive the remaining
         installments of such SRIP Benefit, if any, which are payable in
         accordance with Section 3.3. If a Participant dies while in active
         service, Section 4 shall apply.

         Notwithstanding any other provision of this Plan, upon any Termination
         of Employment of the Participant for a reason other than death or
         Disability, SBC shall have no obligation to the Participant under this
         Plan if the Participant has less than 5 Years of Service at the time of
         Termination of Employment.

3.2      DISABILITY. Upon a Participant's Disability and application for
         benefits under the Social Security Act as now in effect or as
         hereinafter amended, the Participant will continue to accrue Years of
         Service during his or her Disability until the earliest of his or
         her:



                                       7
<PAGE>


                  (a)      Recovery from Disability,

                  (b)      Retirement, or

                  (c)      Death.

                  Upon the occurrence of either (a) Participant's recovery from
                  Disability prior to his or her Retirement Eligibility if
                  Participant does not return to employment, or (b)
                  Participant's Retirement, the Participant shall be entitled to
                  receive a SRIP Benefit in accordance with Section 3.1.

                  For purposes of calculating the foregoing benefit, the
                  Participant's Final Average Earnings shall be determined using
                  his or her Earnings history as of the date of his or her
                  Disability.

                  If a Participant who continues to have a Disability dies prior
                  to his or her Retirement Eligibility, the Participant will be
                  treated in the same manner as if he or she had died while in
                  employment (See Section 4.1).

         3.3      BENEFIT PAYOUT ALTERNATIVES.  The normal form of a
                  Participant's benefits hereunder shall be a Life with 10-Year
                  Certain Benefit as described in Section 3.3(a). However, a
                  Participant may elect in his or her Agreement to convert his
                  or her benefits hereunder, into one of the Alternative
                  Benefits described in Section 3.3(b) and (c).

                  (a)      LIFE WITH A 10-YEAR CERTAIN BENEFIT.  An annuity
                           payable during the longer of (i) the life of the
                           Participant or (ii) the 10-year period commencing on
                           the date of the first payment and ending on the day
                           next preceding the tenth anniversary of such date
                           (the "Life With 10-Year Certain Benefit"). If a
                           Participant who is receiving a Life with 10-Year
                           Certain Benefit dies prior to the expiration of the
                           10-year period described in this Section 3.3(a), the
                           Participant's Beneficiary shall be entitled to
                           receive the remaining Life With 10-Year Certain
                           Benefit installments which would have been paid to
                           the Participant had the Participant survived for the
                           entire such 10-year period.



                                       8





<PAGE>


                  (b)      JOINT AND 100% SURVIVOR BENEFIT.  A joint and one
                           hundred percent (100%) survivor annuity payable for
                           life to the Participant and at his or her death to
                           his or her Beneficiary, in an amount equal to one
                           hundred percent (100%) of the amount payable during
                           the Participant's life, for life (the "Joint and 100%
                           Survivor Benefit").

                  (c)      JOINT AND 50% SURVIVOR BENEFIT. A joint and fifty
                           percent (50%) survivor annuity payable for life to
                           the Participant and at his or her death to his or her
                           Beneficiary, in an amount equal to fifty percent
                           (50%) of the amount payable during the Participant's
                           life, for life (the "Joint and 50% Survivor
                           Benefit").

                  The Benefit Payout Alternatives described in Section 3.3(b)
                  and 3.3(c) shall be the actuarially determined equivalent (as
                  determined by the Administrative Committee in its complete and
                  sole discretion) of the Life With 10-Year Certain Benefit that
                  is converted by such election.

                  Any election made pursuant to this Section 3.3 shall be made
                  in the Participant's Agreement and once made shall be
                  irrevocable. Notwithstanding the foregoing, a Participant may
                  elect in his or her Agreement to defer the time by which he or
                  she is required to elect one of the foregoing forms of Benefit
                  Payout Alternatives. Any such deferred election must be made
                  by the Participant in writing to the Administrative Committee
                  no later than the last day of the calendar year preceding the
                  calendar year in which Participant's Retirement takes place or
                  other benefit payment under this Plan commences.

                  If a Participant's Agreement fails to show an election of a
                  Benefit Payout Alternative, or if the Participant having
                  chosen to defer his or her benefit election, fails to make a
                  timely election of benefits, such Participant's form of
                  benefit shall be the Life With 10-Year Certain Benefit which
                  is described in Section 3.3(a).

                  Notwithstanding the foregoing, in the event of the death of a
                  designated annuitant during the life of the Participant, the
                  Participant's election to have a



                                       9






<PAGE>

Benefit Payout Alternative described in Section 3.3(b) or 3.3(c) shall be
deemed to be revoked, in which event, subject to the conditions and limitations
specified in the immediately preceding paragraph, or within the ninety-day
period following the death of the annuitant if such period would end later than
the time allowed for an election by the immediately preceding paragraph, the
Participant may elect to have his or her benefit, or remaining benefit, under
the Plan, as the case may be, paid in any of the forms described in this
Section 3.3. In the event the Participant's designated annuitant predeceases
the Participant and the Participant fails to make a timely election in
accordance with the provisions of the immediately preceding sentence, the
Participant's benefit, or remaining benefit, as the case may be, shall be paid
or reinstated, as the case may be, in the form of a Life With 10-Year Certain
Benefit as described in Section 3.3(a). Any conversion of benefit from one form
to another pursuant to the provisions of this paragraph shall be subject to
actuarial adjustment (as determined by the Administrative Committee in its
complete and sole discretion) such that the Participant's new benefit is the
actuarial equivalent of the Participant's remaining prior form of benefit.
Payments pursuant to Participant's new form of benefit shall be effective
commencing with the first monthly payment for the month following the death of
the annuitant.

Notwithstanding any other provision of this Plan to the contrary, payment in
the form of a Benefit Payout Alternative described in Section 3.3(b) or 3.3(c),
with a survivor annuity for the benefit of the Participant's spouse as
Beneficiary, may be waived by the annuitant with the consent of the Participant
in the event of the divorce (or legal separation) of said annuitant from said
Participant. In such event, the Participant's benefit shall be reinstated to
the remainder of the Life with 10-Year Certain Benefit as described in Section
3.3(a) (i.e., the 10-Year period as described in Section 3.3(a) shall be the
same 10-year period as if such form of benefit was the form of benefit
originally selected and the expiration date of such period shall not be
extended beyond its original expiration date) effective commencing with the
first monthly payment following receipt of the waiver and



                                      10
<PAGE>

         Participant consent in a form acceptable to the Administrative
         Committee. A waiver of the type described in this paragraph shall be
         irrevocable.

4.  DEATH BENEFITS

     4.1 Death.  If a Participant dies prior to his or her Retirement, a
         pre-retirement death benefit will be calculated and paid as though the
         Participant had retired on the day prior to the date of death.
         Notwithstanding the provisions of Section 3.3, if a Participant's
         Agreement fails to show an election of a Benefit Payout Alternative, or
         if the Participant, having chosen to defer his benefit election, failed
         to make a timely election of benefits prior to his death, the form of
         the pre-retirement death benefit shall, at the option of the
         Participant's Beneficiary, be either the Life With 10-Year Certain
         Benefit form of the Participant's benefit or a Beneficiary Life Annuity
         (as such term is hereinafter described) based on the life expectancy of
         the Beneficiary. If paid as a Beneficiary Life Annuity based on the
         Life of the Beneficiary, such benefit shall be the actuarially
         determined equivalent (as determined by the Administrative Committee in
         its complete and sole discretion) of the Life With 10-Year Certain
         Benefit; provided, however, should the Beneficiary die prior to the
         payment to the Beneficiary of the total dollar amount of the Life with
         10-Year Certain Benefit, the remaining dollar balance of such Life With
         10-Year Certain Benefit shall be paid in accordance with the
         Participant's beneficiary designation and the Rules at the same monthly
         rate of payment as would have been the monthly payment pursuant to the
         10-year payment schedule had the Life With 10-Year Certain Benefit been
         selected.

     4.2 Disability.  In the event that a Participant terminates employment
         prior to Retirement by reason of a Disability that entitles the
         Participant to continue to accrue Years of Service until Retirement
         Eligibility pursuant to Section 3.2 and thereafter dies after attaining
         Retirement Eligibility, the Employer shall pay to the Participant's
         Beneficiary the Death Benefit specified in Section 4.1 based on the
         Participant's Monthly Earnings for the twelve (12) months preceding his
         or her Disability. No death benefit shall be





                                       11
<PAGE>


                  payable if the Participant dies prior to attaining Retirement
                  Eligibility.

         4.3      Termination of Employment. If a Participant terminates
                  employment other than by reason of Disability prior to
                  Retirement Eligibility, no death benefit shall be payable
                  to the Participant's Beneficiary.

5.       Payment.

         5.1      Commencement of Payments. Commencement of payments under
                  this Plan shall begin not later than sixty (60) days
                  following the occurrence of an event with entitles a
                  Participant (or a Beneficiary) to payments under this Plan.

         5.2      Withholding; Unemployment Taxes. To the extent required by
                  the law in effect at the time payments are made, any taxes
                  required to be withheld by the Federal or any state or local
                  government shall be withheld from payments made hereunder.

         5.3      Recipients of Payments; Designation of Beneficiary. All
                  payments to be made under the Plan shall be made to the
                  Participant during his or her lifetime, provided that if the
                  Participant dies prior to the completion of such payments,
                  then all subsequent payments under the Plan shall be made to
                  the Participant's Beneficiary or Beneficiaries.

                  In the event of the death of a Participant, distributions/
                  benefits under this Plan shall pass to the Beneficiary (ies)
                  designated by the Participant in accordance with the Rules.

         5.4      Additional Benefit. The reduction of any benefits payable
                  under the SBC Pension Plan ("SBCPBP"), which results from
                  participation in the SBC Senior Management Deferred
                  Compensation Program of 1988, will be restored under this
                  Plan.

         5.5      No Other Benefits. No benefits shall be paid hereunder to
                  the Participant or his or her Beneficiary except as
                  specifically provided herein.

         5.6      Small Benefit. Notwithstanding any election made by the
                  Participant, the Administrative Committee in its


                                       12


<PAGE>


         sole discretion may pay any benefit in the form of a lump sum payment
         if the lump sum equivalent amount is or would be less than $10,000 when
         payment of such benefit would otherwise commence.

5.7      Special Increases.

         5.7.1    1990 Special Increase. Notwithstanding any other provision of
                  this Plan to the contrary:

                   (a)     Effective July 1, 1990, the monthly pension benefit
                           amount then being paid hereunder to a retired
                           Participant whose Plan payments began before January
                           1990 shall be increased by 1/30 of 5.0% for each
                           month from and including January 1998 or the month in
                           which said Participant's pension payments began,
                           whichever is later, through and including June 1990,
                           inclusive.

                  (b)      Effective July 1, 1990, the present and/or future
                           monthly payment hereunder of a surviving annuitant
                           of a Participant whose Plan payments began before
                           January 1990 or of a Participant who died in active
                           service before January 1990, shall be increased by
                           the same percentage as the related pension was or
                           would have been increased under the provisions of
                           Paragraph (a) of this Section 5.7.1.

         5.7.2    Enhanced Management Pension (EMP) Flow-Through For Participant
                  Receiving Other Than an SBCPBP "Cash Balance" Benefit.
                  Notwithstanding any other provision of this Plan to the
                  contrary.

                   (a)     Effective December 30, 1991, a Participant who as of
                           the date of his or her Retirement satisfies the
                           requirements for a service pension under the terms of
                           the SBCPBP as it existed prior to December 30, 1991,
                           shall have his or her SRIP Benefit determined without
                           subtracting any increase in his or her SBCPBP (or
                           successor plan) pension amount attributable to the
                           Enhanced Management Pension ("EMP") provisions
                           thereof, i.e., EMP benefits will "flow-through" to
                           the



                                       13

<PAGE>

                                             Participant; provided, however,
                                             such additional benefit amounts
                                             corresponding to term of employment
                                             extending beyond age 65 through
                                             application of the EMP provisions
                                             shall be subtracted.

                                    (b)      EMP flow-through shall not apply in
                                             the case of any person who becomes
                                             an Eligible Employee after December
                                             31, 1997.

                           5.7.3    1993 Special Increase and Subsequent Special
                                    Increases. Notwithstanding any other
                                    provisions of this Plan to the contrary:

                                    (a)      Effective July 1, 1993, the monthly
                                             pension benefit amount then being
                                             paid hereunder to (1) all retired
                                             Participants whose Plan payments
                                             began before July 1, 1993, (2) then
                                             current and contingent annuitants
                                             of such retired Participants who
                                             elected one of the Plan's survivor
                                             annuities and (3) then current
                                             annuitants of employees who before
                                             July 1, 1993 died in active service
                                             shall be increased in the same
                                             percentages as the SBCPBP ad hoc
                                             pension increase percentages
                                             effective July 1, 1993.

                                    (b)      Any time after July 1, 1993 that
                                             SBCPBP is amended to provide for an
                                             ad hoc pension increase for SBCPBP
                                             nonbargained participants, the same
                                             percentage increase shall apply to
                                             Plan benefit amounts.

6.       Conditions Related to Benefits.

         6.1      Administration of Plan. The Administrative Committee shall be
                  the sole administrator of the Plan and will administer the
                  Plan, interpret, construe and apply its provisions in
                  accordance with its terms. The Administrative Committee shall
                  further establish, adopt or revise such rules and regulations
                  as it may deem necessary or advisable for the administration
                  of the Plan. All decisions of the Administrative Committee



                                       14
<PAGE>
     shall be final and binding unless the Board of Directors should determine
     otherwise.

6.2  No Right to SBC Assets. Neither a Participant nor any other person shall
     acquire by reason of the Plan any right in or title to any assets, funds or
     property of any SBC company whatsoever including, without limiting the
     generality of the foregoing, any specific funds or assets which SBC, in its
     sole discretion, may set aside in anticipation of a liability hereunder,
     nor in or to any policy or policies of insurance on the life of a
     Participant owned by SBC. No trust shall be created in connection with or
     by the execution or adoption of this Plan or any Agreement, and any
     benefits which become payable hereunder shall be paid from the general
     assets of SBC. A Participant shall have only a contractual right to the
     amounts, if any, payable hereunder unsecured by any asset of SBC.

6.3  Trust Fund. SBC shall be responsible for the payment of all benefits
     provided under the Plan. At its discretion, SBC may establish one or more
     trusts, for the purpose of providing for the payment of such benefits. Such
     trust or trusts may be irrevocable, but the assets thereof shall be subject
     to the claims of SBC's creditors. To the extent any benefits provided under
     the Plan are actually paid from any such trust, SBC shall have no further
     obligation with respect thereto, but to the extent not so paid, such
     benefits shall remain the obligation of, and shall be paid by SBC.

6.4  No Employment Rights. Nothing herein shall constitute a contract of
     continuing employment or in any manner obligate any SBC company to continue
     the service of a Participant, or obligate a Participant to continue in the
     service of any SBC company and nothing herein shall be construed as fixing
     or regulating the compensation paid to a Participant.

6.5  Modification or Termination of Plan. This Plan may be modified or
     terminated at any time in accordance with the provisions of SBC's Schedule
     of Authorizations. A modification may affect present and future Eligible
     Employees. SBC also reserves the sole right to terminate at any time any or
     all Agreements. In the event of termination of the Plan or of a
     Participant's



                                       15
<PAGE>
         Agreement, a Participant shall be entitled to benefits hereunder, if
         prior to the date of termination of the Plan or of his or her
         Agreement, such Participant has attained 5 Years of Service, in which
         case, regardless of the termination of the Plan/Participant's
         Agreement, such Participant shall be entitled to benefits at such time
         as provided in and as otherwise in accordance with the Plan and his or
         her Agreement, provided, however, Participant's benefit shall be
         computed as if Participant had terminated employment as of the date of
         termination of the Plan or of his or her Agreement; provided further,
         however, Participant's service subsequent to Plan/Agreement
         termination shall be recognized for purposes of reducing or
         eliminating the Age discount provided for by Section 3.1(d). No
         amendment, including an amendment to this Section 6.5, shall be
         effective, without the written consent of a Participant, to alter, to
         the detriment of such Participant, the benefits described in this Plan
         as applicable to such Participant as of the effective date of such
         amendment. For purposes of this Section 6.5, an alteration to the
         detriment of a Participant shall mean a reduction in the amount
         payable hereunder to a Participant to which such Participant would be
         entitled if such Participant terminated employment at such time, or
         any change in the form of benefit payable hereunder to a Participant
         to which such Participant would be entitled if such Participant
         terminated employment at such time. Any amendment which reduces
         Participant's benefit hereunder to adjust for a change in his or her
         pension benefit resulting from an amendment to any company-sponsored
         defined benefit pension plan which changes the pension benefits
         payable to all employees, shall not require the Participant's consent.
         Written notice of any amendment shall be given to each Participant.

6.6      Offset. If at the time payments or installments of payments are to be
         made hereunder, a Participant or his Beneficiary or both are indebted
         to any SBC company, then the payments remaining to be made to the
         Participant or his Beneficiary or both may, at the discretion of the
         Board of Directors, be reduced by the amount of such indebtedness;
         provided, however, that an election by the Board of Directors not to
         reduce any such payment of payments shall not constitute a waiver of
         such SBC company's claim for such indebtedness.


                                      16
<PAGE>
         6.7      Change in Status. In the event of a change in the employment
                  status of a Participant to a status in which he is no longer
                  an Eligible Employee, the Participant shall immediately cease
                  to be eligible for any benefits under this Plan except such
                  benefits as had previously vested. Only Participant's Years
                  of Service and Earnings history prior to the change in his
                  employment status shall be taken into account for purposes of
                  determining Participant's vested benefits hereunder.

7.       Miscellaneous.

         7.1      Nonassignability. Neither a Participant nor any other person
                  shall have any right to commute, sell, assign, transfer,
                  pledge, anticipate, mortgage or otherwise encumber, transfer,
                  hypothecate or convey in advance of actual receipt of the
                  amounts, if any, payable hereunder, or any part thereof,
                  which are, and all rights to which are, expressly declared to
                  be unassignable and non-transferable. No part of the amounts
                  payable shall, prior to actual payment, be subject to seizure
                  or sequestration for the payment of any debts, judgments,
                  alimony or separate maintenance owed by a Participant or any
                  other person, nor be transferable by operation of law in the
                  event of a Participant's or any other person's bankruptcy or
                  insolvency.

         7.2      Non-Competition. Notwithstanding any other provision of this
                  Plan, all benefits provided under the Plan with respect to a
                  Participant shall be forfeited and canceled in their entirety
                  if the Participant, without the consent of SBC and while
                  employed by SBC or any subsidiary thereof or within three (3)
                  years after termination of such employment, engages in
                  competition with SBC or any subsidiary thereof or with any
                  business with which SBC or a subsidiary or affiliated company
                  has a substantial interest (collectively referred to herein
                  as "Employer business") and fails to cease and desist from
                  engaging in said competitive activity within 120 days
                  following receipt of written notice from SBC to Participant
                  demanding that Participant cease and desist from engaging in
                  said competitive activity. For purposes of this Plan,
                  engaging in competition with any Employer business shall mean
                  engaging by the Participant in any business or activity


                                      17
<PAGE>
                  in the same geographical market where the same or
                  substantially similar business or activity is being carried on
                  as an Employer business. Such term shall not include owning a
                  nonsubstantial publicly traded interest as a shareholder in a
                  business that competes with an Employer business. However,
                  engaging in competition with an Employer business shall
                  include representing or providing consulting services to, or
                  being an employee of, any person or entity that is engaged in
                  competition with any Employer business or that takes a
                  position adverse to any Employer business. Accordingly,
                  benefits shall not be provided under this Plan if, within the
                  time period and without the written consent specified,
                  Participant either engages directly in competitive activity or
                  in any capacity in any location becomes employed by,
                  associated with, or renders service to any company, or parent
                  or affiliate thereof, or any subsidiary of any of them, if any
                  of them is engaged in competition with an Employer business,
                  regardless of the position or duties the Participant takes and
                  regardless of whether or not the employing company, or the
                  company that Participant becomes associated with or renders
                  service to, is itself engaged in direct competition with an
                  Employer business.

         7.3      Notice. Any notice required or permitted to be given to the
                  Administrative Committee under the Plan shall be sufficient if
                  in writing and hand delivered, or sent by certified mail, to
                  the principal office of SBC, directed to the attention of the
                  Senior Vice President-Human Resources. Any notice required or
                  permitted to be given to a Participant shall be sufficient if
                  in writing and hand delivered, or sent by certified mail, to
                  Participant at Participant's last known mailing address as
                  reflected on the records of his or her employing company.
                  Notice shall be deemed given as of the date of delivery or, if
                  delivery is made by mail, as of the date shown on the postmark
                  or on the receipt for certification.

         7.4      Validity. In the event any provision of this Plan is held
                  invalid, void or unenforceable, the same shall not affect, in
                  any respect whatsoever, the validity of any other provision of
                  this plan.


                                       18
<PAGE>
7.5      Applicable Law.  This Plan shall be governed and construed in
         accordance with the laws of the State of Texas to the extent not
         preempted by the Employee Retirement Income Security Act of 1974, as
         amended, and regulations thereunder ("ERISA").

7.6      Plan Provisions in Effect Upon Termination of Employment.  The Plan
         provisions in effect upon a Participant's termination of employment
         shall govern the provision of benefits to such Participant.
         Notwithstanding the foregoing sentence, the benefits of a Participant
         whose Retirement occurred prior to February 1, 1989, shall be subject
         to the provisions of Section 3.3 hereof.


                                       19
<PAGE>



[SBC LOGO]

SBC Communications Inc.

                             SBC COMMUNICATIONS INC.
                         PENSION BENEFIT MAKE UP PLAN #1










                                         Effective:  January 1, 1995

                                         Revisions Effective: December 1, 1998


<PAGE>

                             SBC COMMUNICATIONS INC.
                         PENSION BENEFIT MAKE UP PLAN #1


Section 1.        Purpose: The purpose of the SBC Communications Inc. ("SBC")
                  Pension Benefit Make Up Plan #1 ("Plan"), formerly named the
                  SBC Pension Benefit Make Up Plan, is to recognize, for pension
                  computation purposes, certain compensation being excluded in
                  the determination of retirement benefits under SBC's qualified
                  SBC Pension Benefit Plan or other qualified pension plan(s) of
                  any subsidiary of SBC ("Pension Plan"). Recognition of such
                  compensation by this Plan will make up benefits to eligible
                  employees that would otherwise be lost because such
                  compensation is not recognized in the determination of
                  retirement benefits under the Pension Plan.


Section 2.        Background: The Omnibus budget Reconciliation Act of 1993
                  reduced the amount of annual compensation recognized under the
                  Pension Plan from $235,840 to $150,000 (as indexed) effective
                  for plan years beginning January 1, 1994, i.e., for pension
                  calculations using the January 1, 1989 to December 31, 1993
                  pay base averaging period. As a result, compensation in excess
                  of $150,000 (as indexed) may not be recognized in the
                  determination of the Pension Plan's retirement benefits.
                  Further, compensation paid pursuant to the SBC Communications
                  Inc. Short Term Incentive Plan ("STIP") is not recognized in
                  the determination of Pension Plan retirement benefits, but is
                  recognized in the determination of retirement benefits
                  provided under the SBC Communications Inc. Supplemental
                  Retirement Income Plan ("SRIP"). Since 1994, newly promoted
                  senior managers have not been made eligible for SRIP benefits
                  (SRIP benefits have been limited to only officer level
                  promotions). As a result, STIP compensation for newly promoted
                  senior managers receiving such compensation is not recognized
                  in the determination of their retirement benefits. This is
                  inconsistent with the treatment afforded all other managers
                  who have either their STIP award or TEAM award, as applicable,
                  recognized for purposes of determining their retirement
                  benefits. Also, limiting the compensation of these newly
                  promoted senior managers and of other eligible managers that
                  may be recognized for purposes of determining retirement
                  benefits to $150,000 (as indexed) is inconsistent with other
                  senior managers who are eligible for SRIP benefits and other
                  managers, respectively, whose recognizable compensation is not
                  limited in this manner.

                  Finally, effective December 1, 1998, the Plan is revised to
                  modify its rules for making payouts.


Section 3.        Eligibility: Participation in this Plan is limited to General
                  Management level (i.e., former third/fourth level) or above
                  (or equivalent) Pension Plan participants in any subsidiary of
                  SBC, ("Subsidiary") who meet one or both of the following: (1)
                  who are not eligible for SRIP benefits and who receive a STIP
                  award; (2) who are not eligible for SRIP benefits and whose
                  annual



                                       1
<PAGE>

                  compensation exceeds the compensation recognizable by the
                  Pension Plan pursuant to Section 401 (a) (17) of the Internal
                  Revenue Code ("IRC"). Eligibility for this Plan shall be
                  interpreted in the broadest possible sense in order that this
                  Plan can recognize all base salary and annual incentive type
                  awards, whenever earned, for the purpose of making up any
                  benefit that would otherwise be lost due to the fact that the
                  Pension Plan is unable to recognize any such compensation in
                  determining retirement benefits.

Section 4.        Benefits/Payout Alternatives: The benefits payable pursuant to
                  the Plan, hereinafter the "Make Up Benefit", is equal to the
                  amount that would be payable under the Pension Plan determined
                  without regard to the IRS Section 401(a)(17) limit and without
                  regard to deferrals under any SBC non-qualified plan, and
                  including STIP compensation as compensation recognized in the
                  determination of benefits, less the amount actually payable as
                  a qualified plan benefit under the Pension Plan (including
                  Section 415 excess amounts), and less the amount payable as a
                  Pension Plan make up amount under any other non-qualified plan
                  sponsored by SBC, other than the SBC Mid Career Hire Plan (see
                  Attachment for example calculation). If the benefit payable as
                  a Pension Plan make up amount under any other non-qualified
                  plan is not payable in the same form and manner as are pension
                  payments from the Pension Plan, the reduction for such benefit
                  shall be based on the benefit that would have been payable
                  under such other non-qualified plan had it been payable in the
                  same form and manner. If such form and manner is not available
                  under such plan, such reduction will be actuarially
                  determined, based on factors in effect under the Pension Plan
                  for converting one optional form of benefit to another. The
                  payment of the Make Up Benefit pursuant to this Plan shall be
                  made by the Subsidiary which last employed the eligible
                  employee entitled to benefits under this Plan.

                  This Plan shall be applied with respect to employees in active
                  service on or after January 1, 1995. The Plan will provide
                  Make Up Benefits to make up benefits for such persons that
                  would otherwise have been lost on or after January 1, 1994
                  resulting because of the retroactive application of the IRC
                  Section 401 (a) (17) limit.

                  Notwithstanding the preceding provisions of this Section, if
                  all or a portion of the Make Up Benefit is paid or becomes
                  payable pursuant to the Pension Plan, SRIP, or any other
                  non-qualified plan, then such amount shall not be payable
                  pursuant to this Plan.

                  Make Up Benefits under the Plan shall be excluded in
                  determining benefits under any pension, retirement, savings,
                  disability, death or other benefit plans of SBC or any
                  Subsidiary, except where required by law.

                  All applicable federal, state and local taxes required by law
                  to be withheld shall be deducted from Make Up Benefits paid
                  under this Plan.


                                       2
<PAGE>

                  If any overpayment is made by the Plan for any reason, the
                  Plan shall have the right to recover such overpayment. The
                  participant shall cooperate fully with the Plan to recover any
                  overpayment and provide any necessary information and required
                  documents. Any overpayments may be deducted from future
                  benefits payable to or on behalf of the participant from this
                  or any other non-qualified SBC plan.

                  Payments of an individual's Make Up Benefit shall be made
                  coincident with and in the same form and manner as are pension
                  payments from the Pension Plan, i.e., such payments shall be
                  made in the same lump sum, single life or joint and survivor
                  annuity form of payment as are payments from the Pension Plan
                  (including payments to the survivor annuitant in the event of
                  the participant's death) and shall be subject to any other
                  reductions applicable to the individual's Pension Plan
                  payments.


                  Notwithstanding the foregoing, if a participant elects a lump
                  sum payment from the Pension Plan and the present value of the
                  total of all non-qualified Pension Plan make up payments
                  exceeds $50,000, the Make Up Benefit will be paid in monthly
                  installments over 10 years. The monthly installment payments
                  shall be calculated in the same way that a financial
                  institution would calculate the monthly payments for a 10-year
                  fixed interest loan. The interest rate used in the
                  calculations shall be equal to the Pension Plan's Interest
                  Rate in effect on the participant's Benefit Commencement Date
                  for payments under the Pension Plan.


                  A participant may designate a beneficiary(ies) to receive any
                  remaining payments for which the participant has the right to
                  designate a beneficiary if the participant dies before all
                  payments are made.

Section 5.        Administration: The Senior Executive Vice President-Human
                  Resources ("SEVP-HR") or the SEVP-HR's successor shall be the
                  sole administrator of the Plan and will administer the Plan,
                  interpret, construe and apply its provisions in accordance
                  with its terms. The SEVP-HR shall further establish, adopt or
                  revise such rules and regulations as the SEVP-HR may deem
                  necessary or advisable for the administration of the Plan. All
                  decisions of the SEVP-HR shall be final and binding.

Section 6.        Small Distribution: Notwithstanding any other provision of
                  this Plan, the Subsidiary paying a Make Up Benefit to an
                  individual hereunder may distribute such benefit in the form
                  of a lump sum distribution if the present value of such
                  distribution is less than $10,000 when such distribution would
                  otherwise commence.

Section 7.        Loss Of Eligibility: In the event that any participant ceases
                  to be an eligible employee by reason of a change to an
                  employment status which is not eligible to participate in this
                  Plan, such participant shall nevertheless continue to be
                  eligible


                                       3
<PAGE>

                  to receive benefits under this Plan however, no additional
                  benefits shall be accrued under this Plan. Notwithstanding the
                  preceding sentence of this Section, if a participant ceases to
                  be eligible for this Plan and becomes eligible to receive the
                  equivalent of his/her Make Up Benefit or a portion thereof
                  pursuant to another non-qualified plan sponsored by SBC, to
                  the extent such Make Up Benefit is paid pursuant to such other
                  plan, no duplication of such payment shall be made pursuant to
                  this Plan.

Section 8.        Ineligible Participant: Notwithstanding any other provision of
                  this Plan to the contrary, if any participant in this Plan is
                  determined not to be "in a select group of management or
                  highly compensated employees" within the meaning of the
                  Employee Retirement Income Security Act of 1974 ("ERISA"), as
                  amended, or regulations thereunder, such participant will not
                  be eligible to continue to participate in this Plan and shall
                  receive an immediate lump sum distribution of the Make Up
                  Benefits payable pursuant to this Plan. Such Make Up Benefits
                  shall be determined as though the participant had terminated
                  employment on the date such participant is deemed to be
                  ineligible. Upon such payment, no other distribution shall
                  thereafter be payable under this Plan.

Section 9.        Unsecured General Creditor: Participants and their
                  beneficiaries, heirs, successors and assigns shall have no
                  legal or equitable rights, interest, or claims in any property
                  or assets of SBC or any Subsidiary. No assets shall be held
                  under any trust for the benefit of employees, their
                  beneficiaries, heirs, successors, or assigns, or held in any
                  way as collateral security for the fulfilling of the
                  obligations under this Plan. Any and all of SBC's or any
                  Subsidiary's assets shall be, and remain, the general,
                  unpledged, unrestricted assets of SBC or any such Subsidiary.
                  SBC's or any Subsidiary's obligation under the Plan shall be
                  merely that of an unfunded and unsecured promise of SBC or any
                  such Subsidiary to distribute cash under the Plan in the
                  future.

Section 10.       Nonassignability: Neither a participant nor any other person
                  shall have any right to commute, sell, assign, transfer,
                  pledge, anticipate, mortgage, or otherwise encumber,
                  hypothecate or convey in advance of actual receipt, any part
                  or all of the amounts payable hereunder, which are and all
                  rights to which are, expressly declared to be nonassignable
                  and nontransferable. No such amounts shall be subject to
                  seizure or sequestration for the payment of any debts,
                  judgments, alimony or separation maintenance owed by a
                  participant or any other person, nor, be transferable by
                  operation of law in the event of a participant's or any other
                  person's bankruptcy or insolvency. Any such attempted
                  assignments to transfer shall be void.

Section 11.       Employment Not Guaranteed: Nothing contained in this Plan nor
                  any action taken hereunder shall be constructed as a contract
                  of employment or as giving any employee any right to be
                  retained in the employ of SBC or any Subsidiary.


                                       4
<PAGE>

Section 12.       Applicable Law: This Plan shall be governed by and interpreted
                  in accordance with ERISA. Further, the Plan shall be
                  construed, administered, and enforced according to the
                  applicable laws of the State of Texas to the extent such laws
                  are not preempted by ERISA. Nothing herein shall be construed
                  as waiving any preemption of the application of state law to
                  the Plan to the extent such preemption is provided under
                  ERISA.

Section 13.       Amendment: The Plan may at any time be amended or terminated
                  in accordance with the provisions of SBC's Schedule of
                  Authorizations , but such changes or termination shall not
                  adversely effect the rights of any eligible employee, without
                  his or her written consent, to any Make Up Benefit payable
                  under the Plan to which such employee may have previously
                  become entitled prior to the effective date of such change or
                  termination.

Section 14.       Beneficiary(ies): The SBC Rules for Employee Beneficiary
                  Designations as may hereafter be amended from time to time
                  ("Rules"), which Rules are incorporated herein by this
                  reference, shall apply hereunder to the extent that a
                  participant shall have the right to designate a beneficiary to
                  receive any benefits hereunder. For purposes of this Plan,
                  "beneficiary" shall thus mean any beneficiary or beneficiaries
                  designated by the participant pursuant to the Rules, or
                  otherwise determined pursuant to such Rules if the participant
                  fails to designate a beneficiary.

Section 15.       Special Increases: Notwithstanding any other provisions of
                  this Plan to the contrary, at any time that a Pension Plan is
                  amended to provide for an ad hoc increase in the monthly
                  pension amount then payable under that Pension Plan to a
                  participant or beneficiary hereunder, then the same percentage
                  increase shall apply to this Plan's benefit amount then being
                  paid in the form of a monthly single life annuity, monthly
                  joint and survivor annuity, or monthly survivor annuity.


                                       5
<PAGE>

                         PENSION BENEFIT MAKE UP PLAN #1
                           EXAMPLE BENEFIT CALCULATION

Employee:                           John Doe
Retirement Date:                    July 1, 1999
Years Service:                      30
Current Base Salary:                $181,000
Short Term  (STIP) Award:           $ 46,000

         $ 8,263  QUALIFIED PENSION-Maximum Potential monthly benefit determined
                  AS IF
                                    1) no non-qualified plan deferrals
                                    2) all STIP awards included
                                    3) no $150,000 (as indexed) compensation
                                       limit

less     $ 4,507  QUALIFIED PENSION-Actual monthly benefit determined by

                                    1) excluding non-qualified plan deferrals
                                    2) excluding STIP awards
                                    3) excluding compensation in excess of
                                       $150,000 (as indexed) compensation limit

less     $ 1,698  NON-QUALIFIED DEFERRAL PLAN(S)- Actual monthly amount received
                  as a Pension Plan make up benefit


equals   $ 2,058  PENSION BENEFIT MAKE UP PLAN - Actual monthly Make Up Benefit


                                       6
<PAGE>






[SBC LOGO]

              SBC Communications Inc.






                        SUPPLEMENTAL LIFE INSURANCE PLAN














                                                     Effective:  January 1, 1986
                                         Revisions Effective: September 29, 2000

<PAGE>


                        SUPPLEMENTAL LIFE INSURANCE PLAN

                                TABLE OF CONTENTS


SECTION

<TABLE>
<CAPTION>
SUBJECT                                                                         PAGE
-------                                                                         ----
<S>                                                                             <C>
1.   Purpose..................................................................    1
2.   Definitions..............................................................    1
3.   Eligibility..............................................................    3
4.   Pre-Retirement Benefits and Post-
     Retirement Benefits
     - Basic Death Benefit....................................................    3
     - Optional Supplementary Benefit.........................................    4
     - Alternate Death Benefit................................................    6
     - Salary Continuation Death Benefit......................................    7
     - Survivor Annuity Equivalent............................................    8
5.   Incidents of Ownership...................................................    9
6.   Premiums.................................................................    9
7.   Termination of Coverage..................................................    9
8.   Non-Competition..........................................................   10
9.   Restriction on Assignment................................................   11
10.  Unsecured General Creditor...............................................   11
11.  Employment not Guaranteed................................................   12
12.  Protective Provisions....................................................   12
13.  Change in Status.........................................................   12
14.  Named Fiduciary..........................................................   13
15.  Applicable Law...........................................................   13
16.  Administration of the Plan...............................................   13
17.  Relation to Prior Plans..................................................   13
18.  Amendments and Termination...............................................   13
</TABLE>


                                       i


<PAGE>


                        SUPPLEMENTAL LIFE INSURANCE PLAN

1.       Purpose. The purpose of the Supplemental Life Insurance Plan ("Plan")
is to allow for provision of additional survivor benefits for Eligible
Employees.

2.       Definitions. For purposes of this Plan, the following words and phrases
shall have the meanings indicated, unless the context clearly indicates
otherwise:

         ANNUAL BASE SALARY OR ANNUAL SALARY OR SALARY. "Annual Base Salary" or
         "Annual Salary" or "Salary" shall mean an Eligible Employee's annual
         base salary rate determined by SBC, excluding (1) all differentials
         regarded as temporary or extra payments and (2) all payments and
         incentive awards and distributions made either as a long term award or
         as a short term award; and such Salary shall be as before reduction due
         to any contribution pursuant to any deferred compensation plan or
         agreement provided by SBC, including but not limited to compensation
         deferred in accordance with Section 401(k) of the Internal Revenue
         Code. Annual Salary or Salary shall mean an annualized amount
         determined from an Eligible Employee's Annual Base Salary rate.

         BENEFICIARY. "BENEFICIARY" shall mean any beneficiary or beneficiaries
         designated by the Eligible Employee pursuant to the SBC Rules for
         Employee Beneficiary Designations as may hereafter be amended from
         time-to-time ("Rules").

         CHAIRMAN. "Chairman" shall mean the Chairman of the Board of SBC
         Communications Inc.

         COMMITTEE. "Committee" shall mean the Human Resources Committee of the
         Board of SBC Communications Inc.

         ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean an Officer or a
         non-Officer employee of any SBC company who is designated by the
         Chairman as eligible to participate in the Plan.




         INSURANCE CONTRACT. "Insurance Contract" shall mean a contract(s) of
         life insurance insuring the life of the Eligible Employee entered into
         by SBC.


                                       1

<PAGE>



         OFFICER. "Officer" shall mean an individual who is designated by the
         Chairman as eligible to participate in the Plan who is an elected
         officer of SBC or of any SBC subsidiary (direct or indirect).


         RETIREMENT. "Retirement" shall mean the termination of an Eligible
         Employee's employment with SBC or any of its subsidiaries, for reasons
         other than death, on or after the earlier of the following dates: (1)
         the date the Eligible Employee is Retirement Eligible as term is
         defined in the SBC Supplemental Retirement Income Plan ("SRIP"); or (2)
         the date the Eligible Employee has attained one of the following
         combinations of age and service at termination of employment on or
         after April 1, 1997, except as otherwise indicated below:

<TABLE>
<CAPTION>
              Net Credited Service                             Age
              --------------------                             ---
              <S>                                              <C>
              10 years or more                                 65 or older
              20 years or more                                 55 or older
              25 years or more                                 50 or older
              30 years or more                                 Any age
</TABLE>

         With respect to an Eligible Employee who is granted an EMP Service
         Pension under and pursuant to the provisions of the SBC Pension Benefit
         Plan - Nonbargained Program ("SBCPBP") upon termination of Employment,
         the term "Retirement" shall include such Eligible Employee's
         termination of employment.

         TERMINATION UNDER EPR. In determining whether an Eligible Employee's
         termination of employment under the Enhanced Pension and Retirement
         Program ("EPR") is a Retirement for purposes of this Plan, five years
         shall be added to each of age and net credited service ("NCS"). If with
         such additional age and years of service, (1) an Eligible Employee upon
         such termination of employment under EPR is Retirement Eligible
         according to the SBC Supplemental Retirement Income Plan ("SRIP") or
         (2) the Eligible Employee upon such termination of employment under EPR
         has attained one of the following combinations of age and service,


<TABLE>
<CAPTION>
             Actual NCS + 5 Years                   Actual Age + 5 Years
             --------------------                   --------------------
             <S>                                    <C>
             10 years or more                       65 or older
             20 years or more                       55 or older
             25 years or more                       50 or older
             30 years or more                       Any age
</TABLE>

         then such termination of employment shall be a Retirement for all
         purposes under this Plan and the Eligible Employee shall be entitled to
         the treatment


                                       2

<PAGE>

         under this Plan afforded in the case of a termination of employment
         which is a Retirement.

         SBC.  "SBC" shall mean SBC Communications Inc.

3.       Eligibility. Each Eligible Employee shall be eligible to participate in
         the Plan

4.       Pre-Retirement Benefits and Post-Retirement Benefits.

         Basic Death Benefit

         While this plan is in effect, the Beneficiary who is designated by the
         Eligible Employee shall be entitled to receive as a Basic Death Benefit
         from the proceeds of the Insurance Contract an amount equal to the
         result of multiplying the Eligible Employee's Annual Salary rounded to
         the next higher $1,000 by the following amounts:

<TABLE>
         <S>                                                 <C>
         Chief Executive Officer                             3
         Direct Reporting Officer as such term               2
         is defined in SBC's Schedule of
         Authorizations
         Other Eligible Employees                            1
</TABLE>

         This amount shall be reduced (but not below zero) by any amount payable
         under any group term life insurance covering the Eligible Employee
         which is maintained by SBC, which amount of group term life insurance
         will be limited to a maximum of $50,000.

         The amount of Basic Death Benefit payable hereunder will automatically
         increase if pay increases.

         At Retirement, the pre-retirement benefit converts to a post-retirement
         benefit. This benefit is equal to one times Salary rounded to the next
         higher $1,000 (at the time of retirement) and shall be reduced (but not
         below zero) by any amount payable under any group term life insurance
         covering the Eligible Employee which is maintained by SBC, which amount
         of group term life insurance will be limited to a maximum of $50,000;
         provided, however, for an executive who first becomes a Plan
         participant on or after January 1, 1998, this post-retirement death
         benefit shall be reduced by 10% of its original post-retirement amount
         each year for five years beginning at the later of the date the
         Eligible Employee attains age 65 or Retirement.


                                       3

<PAGE>


         Optional Supplementary Benefit

         Subject to the limitations in the remaining paragraphs in this section
         describing optional supplementary benefits, each Eligible Employee may
         also purchase optional supplementary pre-retirement life insurance
         coverage from SBC in an amount equal to one times the Eligible
         Employee's Annual Salary rounded to the next higher $1,000, and an
         additional amount of such insurance in an amount equal to another one
         times such amount (for a total of two times the Annual Salary rounded
         to the next higher $1,000), which insurance shall be payable from the
         proceeds of the Insurance Contract. Each such amount of insurance ("one
         times salary") continued until such employee reaches age 65, by
         continuing to contribute for it, shall entitle the beneficiary under
         the Insurance Contract to receive an amount from the proceeds of such
         Insurance Contract equal to one times the Eligible Employee's final
         Annual Salary rounded to the next higher $1,000, when such Eligible
         Employee dies after Retirement.

         To elect this optional supplementary coverage, the Eligible Employee
         must complete an enrollment form on which he or she specifies the
         amount of coverage he or she wishes to purchase and authorizes his or
         her employing company to deduct his or her contributions for coverage
         from his or her salary.

         An Eligible Employee may not elect this coverage while receiving
         disability benefits under any Company disability benefit plan.

         An Eligible Employee must make his or her election to purchase optional
         supplementary coverage within three calendar months of being declared
         eligible to participate in the Plan; except any Eligible Employee who
         was declared an Eligible Employee before October 1, 1997, shall have
         until December 31, 1997 to enroll for such optional supplementary
         coverage or to increase such coverage.

         The optional supplementary life insurance is effective upon SBC's
         binding of life insurance coverage for the Eligible Employee pursuant
         to an Insurance Contract.

         Effective January 1, 1998, once an Eligible Employee enrolls for
         optional supplementary coverage, he or she can later decrease or
         terminate such coverage but never increase or reinstate such coverage.

         Regardless of the amount of coverage elected, the amount in force will
         automatically increase if Salary increases. The cost for this coverage
         will increase accordingly.


                                       4

<PAGE>


         This optional supplementary life insurance is paid for on a
         contributory basis by those Eligible Employees who enroll in the
         coverage. The cost of coverage, and therefore, how much an Eligible
         Employee contributes, depends on age and the amount of coverage and
         shall be as determined by SBC. There will be no periodic waiver of
         premium payments.

         In the event of death, the Eligible Employee's optional supplementary
         life insurance benefit will be paid to the Eligible Employee's
         Beneficiary or Beneficiaries in a lump sum, unless the Salary
         Continuation Death Benefit form of payment was elected on the Eligible
         Employee's enrollment form. The option to elect other than a lump sum
         payment is limited to an Eligible Employee who became an Eligible
         Employee on or before January 1, 1998. If the Eligible Employee has no
         surviving beneficiaries, the benefit will be paid in a lump sum in
         accordance with the Rules.

         The optional supplementary life insurance coverage hereunder will
         automatically continue while an Eligible Employee is receiving
         disability benefits under any SBC disability benefit plan, provided the
         Eligible Employee continues his or her contributions.
         If an Eligible Employee terminates employment with SBC or any of its
         subsidiaries for any reason other than Retirement, this coverage will
         stop at the end of the month of termination; provided, however,
         Eligible Employees who are 65 at the time of their termination will
         continue to have non-contributory unreduced coverage after age 65.

         Alternate Death Benefit

         Alternate death benefit coverage shall only be available to an Eligible
         Employee who became an Eligible Employee before January 1, 1998. Such
         Eligible Employees shall be entitled to elect to receive alternate
         death benefit life insurance coverage; provided such election is made
         before January 1, 1998.

         Under such coverage, an Eligible Employee's Beneficiary or
         Beneficiaries will be entitled to receive from the proceeds of the
         Insurance Contract a payment equal to the Eligible Employee's final
         Annual Salary upon his or her death. This benefit will not be rounded
         to the next higher $1,000. The amount of insurance in force will
         automatically increase if salary increases. Coverage applies to death
         from any cause, except with respect to an on-the-job accident for which
         an Eligible Employee is protected while an active employee by any
         Accident Death Benefit feature of the SBCPBP.


                                       5

<PAGE>


         By enrolling in this coverage, an Eligible Employee automatically
         waives his or her eligibility for any Sickness Death Benefit and
         Pensioner Death Benefits otherwise payable under the SBCPBP.

         The coverage provided by the alternate death benefit life insurance
         coverage will continue after Retirement.

         To elect this coverage, an Eligible Employee must complete an
         irrevocable enrollment and waiver form.

         SBC pays the full cost of the alternate death benefit life insurance
         coverage.

         The insurance benefit provided under this alternate death benefit life
         insurance will be paid in a lump sum, unless otherwise elected on the
         Eligible Employee's enrollment form.

         Alternate death benefit coverage ceases upon an Eligible Employee's
         Termination of Employment other than a Retirement. This alternate death
         benefit life insurance may not be converted to an individual policy.

         Salary Continuation Death Benefit.

         The salary continuation death benefit shall only be available under the
         conditions specified hereunder, to an Eligible Employee who became an
         Eligible Employee before January 1, 1998.

         By a written election filed with SBC before January 1, 1998, an
         Eligible Employee may terminate his or her rights to a Basic Death
         Benefit and/or to Optional Supplementary Coverage (if any) and/or to an
         Alternate Death Benefit (if any).

         If such an election is filed, and the Eligible Employee dies on or
         after the first day of the calendar year following the year in which
         such election is filed and prior to the termination of coverage
         pursuant to Section 7, the Eligible Employee's Beneficiary or
         Beneficiaries theretofore named shall be paid by SBC an amount per
         annum for ten (10) years which amounts, in the aggregate, have a net
         present value, using an eleven percent (11%) discount rate, equal to
         one hundred eight-five percent (185%) of the (i)Basic Death Benefit
         amount and/or (ii) the amount elected as Optional Supplementary
         coverage(if any) and/or (iii) the amount elected as an Alternate Death
         Benefit (if any) which would be payable to his or her Beneficiary or
         Beneficiaries as of the date of the Eligible Employee's death, and no
         other benefit shall be


                                       6

<PAGE>


         payable hereunder as either a Basic Death Benefit, Optional
         Supplementary Coverage or Alternate Death Benefit . Such payment(s)
         shall commence no later than sixty (60) days following the date of the
         Eligible Employee's death.

         On or after January 1, 1998, an Eligible Employee who has elected death
         benefits in the form of salary continuation pursuant to this Section
         may cancel such election and have his or her Beneficiaries receive
         death benefits as insurance in a lump-sum but, an Eligible Employee who
         cancels his or her salary continuation election may not thereafter
         re-elect such option.

         Survivor Annuity Equivalent

         Additionally, each Eligible Employee who is not eligible for the
         Immediate Automatic Pre-retirement Survivor Annuity of the SBCPBP (or
         equivalent thereof) shall be eligible hereunder for a Survivor Annuity
         Equivalent benefit of one times salary payable to the surviving spouse
         of such Eligible Employee. Such benefit shall be paid as follows: an
         amount per annum for ten (10) years shall be paid to the Eligible
         Employee's surviving spouse which amounts, in the aggregate, shall have
         a net present value, using an eleven percent (11%) discount rate, equal
         to one hundred eighty-five percent (185%) of one times the Eligible
         Employee's salary at the time of his or her death; provided, however,
         no such Survivor Annuity Equivalent payments will be made on or after
         the date of death of the surviving spouse. Such payments shall commence
         no later than sixty (60) days following the date of the Eligible
         Employee's death.

         For the purposes of the Survivor Annuity Equivalent, the Eligible
         Employee's surviving spouse means a spouse legally married to the
         Eligible Employee at the time of the Eligible Employee's death.

         Eligibility for the Survivor Annuity Equivalent shall automatically
         cease on the date of termination of the Eligible Employee's employment.
         If the Eligible Employee becomes totally disabled prior to Retirement,
         the Eligible Employee shall continue to be eligible for the Survivor
         Annuity Equivalent until the expiration of disability benefits. If the
         Eligible Employee is granted a leave of absence, other than for
         military service of more than four weeks, the Eligible Employee shall
         continue to be eligible for the Survivor Annuity Equivalent during such
         leave of absence.

         The Eligible Employee shall cease to be eligible for the Survivor
         Annuity Equivalent at the conclusion of


                                       7

<PAGE>


         the day immediately preceding the date the Eligible Employee becomes
         eligible for the Immediate Automatic Pre-retirement Survivor Annuity of
         the SBCPBP.

5.       Incidents of Ownership. SBC will be the owner and hold all the
incidents of ownership in the Insurance Contract, including the right to
dividends, if paid. The Eligible Employee may specify in writing to SBC, the
Beneficiary or Beneficiaries and the mode of payment for any death proceeds not
in excess of the amounts payable under this Plan. Upon receipt of a written
request from the Eligible Employee, SBC will immediately take such action as
shall be necessary to implement such Beneficiary appointment. Any balance of
proceeds from the Insurance Contract not paid as either a Basic Death Benefit or
otherwise pursuant to the Plan shall be paid to SBC.


6.       Premiums. All premiums due on the Insurance Contract shall be paid by
SBC. However, the Eligible Employee agrees to reimburse SBC by January 31
following the date of each premium payment in an amount such that, for Federal
Income Tax purposes the reimbursement for each year is equal to the amount which
would be required to be included in the Eligible Employee's income for Federal
Income Tax purposes by reasons of the "economic benefit" of the Insurance
Contract provided by SBC; provided, however, that SBC, in its sole discretion,
may decline to accept any such reimbursement and require the inclusion of such
"economic benefit" in the Eligible Employee's income. In its discretion SBC may
deduct the Eligible Employee's portion of the premiums from the Eligible
Employee's pay.


7.       Termination of Coverage. An Eligible Employee's coverage under this
Plan shall terminate immediately when the Eligible Employee realizes an "Event
of Termination" which shall mean any of the following:

(a)      Termination of an Eligible Employee's employment with his or her
         employing company for any reason other than (i) death, (ii) Disability
         as such term is defined in the SRIP, or (iii) Retirement.

(b)      In the case of an Eligible Employee who terminates employment by reason
         of a disability but who does not realize an Event of Termination
         because of Section 7a(ii) above, a termination of the Eligible
         Employee's total Disability that is not accompanied by either a


                                       8


<PAGE>


         return to employment with his or her employing company or the Eligible
         Employee's death or Retirement.

(c)      Except in the case of an Eligible Employee who has theretofore
         terminated employment for a reason described in Section 7a(ii) or (iii)
         above, SBC elects to terminate the Eligible Employee's coverage under
         the Plan by a written notice to that effect given to the Eligible
         Employee. SBC shall have no right to amend the Plan or terminate the
         Eligible Employee's coverage under the Plan with respect to an Eligible
         Employee who has theretofore terminated employment for a reason
         described in Section 7a(ii) or (iii) above without the written consent
         of the Eligible Employee.

8.       Non-Competition. Notwithstanding any other provision of this Plan, no
         coverage shall be provided under this Plan with respect to any Eligible
         Employee who shall, without the written consent of SBC, and while
         employed by SBC or any subsidiary thereof, or within three (3) years
         after termination of employment from SBC or any subsidiary thereof,
         engage in competition with SBC or any subsidiary thereof or with any
         business with which a subsidiary of SBC or an affiliated company has a
         substantial interest (collectively referred to herein as "Employer
         business"). For purposes of this Plan, engaging in competition with any
         Employer business shall mean engaging by Eligible Employee in any
         business or activity in the same geographical market where the same or
         substantially similar business or activity is being carried on as an
         Employer business. Such term shall not include owning a nonsubstantial
         publicly traded interest as a shareholder in a business that competes
         with an Employer business. However, engaging in competition with an
         Employer business shall include representing or providing consulting
         services to, or being an employee of, any person or entity that is
         engaged in competition with any Employer business or that takes a
         position adverse to any Employer business. Accordingly, coverage shall
         not be provided under this Plan if, within the time period and without
         the written consent specified, Eligible Employee either engages
         directly in competitive activity or in any capacity in any location
         becomes employed by, associated with, or renders service to any
         company, or parent or affiliate thereof, or any subsidiary of any of
         them, if any of them is engaged in competition with an Employer
         business, regardless of the position or duties the Eligible Employee
         takes and regardless of whether or not the employing company, or the
         company that Eligible Employee becomes associated with or renders
         service to, is itself engaged in direct competition with an Employer
         business.

9.       Restriction on Assignment. The Eligible Employee may assign all or any
part of his or her right, title, claim, interest, benefits and all other
incidents of ownership


                                       9

<PAGE>


which he or she may have in the Insurance Contract to any other individual or
trustee, provided that any such assignment shall be subject to the terms of this
Plan; except neither the Eligible Employee nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable as a Salary Continuation Death Benefit hereunder,
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable as a Salary Continuation
Death Benefit hereunder shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by the Eligible Employee or any other person, nor be
transferable by operation of law in the event of the Eligible Employee's or any
other person's bankruptcy or insolvency. Except as provided in this Section 8,
no assignment or alienation of any benefits under the Plan will be permitted or
recognized.

10.      Unsecured General Creditor. Except to the extent of rights with respect
to the Insurance Contract in the absence of an election to receive benefits in
Salary Continuation Death Benefit form, the Eligible Employee and his or her
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of SBC, nor shall they be
beneficiaries, or have any rights, claims or interests in, any life insurance
policies, annuity contracts or the proceeds therefrom owned or which may be
acquired by SBC ("Policies"); such Policies or other assets of SBC shall not be
held under any trust for the benefit of the Eligible Employee, his or her
designated beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of SBC under this
Agreement; any and all of SBC's assets and Policies shall be, and remain, the
general, unpledged, unrestricted assets of SBC; SBC shall have no obligation to
acquire any Policies or any other assets; and SBC's obligations under this
Agreement shall be merely that of an unfunded and unsecured promise of SBC to
pay money in the future.

11.      Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving the Eligible Employee any right to be retained in the employ of any SBC
company.

12.      Protective Provisions. The Eligible Employee will cooperate with SBC by
furnishing any and all information requested by SBC, in order to facilitate the
payment of benefits hereunder, taking such physical examinations as SBC may deem
necessary and taking such other relevant action as may be requested by SBC, in
order to facilitate the payment


                                       10

<PAGE>


of benefits hereunder. If the Eligible Employee refuses so to cooperate, the
Eligible Employee's participation in the Plan shall terminate and SBC shall have
no further obligation to the Eligible Employee or his or her designated
Beneficiary hereunder. If the Eligible Employee commits suicide during the
two-year period beginning on the date of eligibility under the Plan, or if the
Eligible Employee makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable by reason of
this Plan to the Eligible Employee or his or her designated Beneficiary, or in
SBC's sole discretion, benefits may be payable in a reduced amount.

13.      Change in Status. In the event of a change in the employment status of
an Eligible Employee to a status in which he or she is no longer an Eligible
Employee under the Plan, such Eligible Employee shall immediately cease to be
eligible for any benefits under this Plan; provided, however, such survivor
benefits as would be available to such employee by reason of his or her new
status but which do not automatically become effective upon attainment of such
new status shall continue to be provided under this Plan until such benefits
become effective or until such employee has had reasonable opportunity to
effectuate such benefits but has failed to take any requisite action necessary
for such benefits to become effective.

14.      Named Fiduciary. If this Plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA), SBC is the "named fiduciary" of the Plan.

15.      Applicable Law. This Plan and the rights and obligations hereunder
shall be governed by and construed in accordance with the laws of the State of
Texas to the extent such law is not preempted by ERISA.

16.      Administration of the Plan. The Committee shall be the sole
administrator of the Plan and will administer the Plan, interpret, construe and
apply its provisions in accordance with its terms. The Committee shall further
establish, adopt or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan. All decisions of the Committee
shall be binding.

17.      Relation to Prior Plans. This Plan supersedes and replaces prior Senior
Management Survivor Benefit, Senior Management Supplementary Life Insurance, and
Senior Management Alternate Death Benefit Life Insurance Plans as in effect
prior to January 1, 1986, except such plans shall continue to apply to Eligible
Employees who retired before January 1, 1986; provided, however, that with
respect to those Eligible Employees who retired during calendar year 1986 by
reason of the fact of attaining age 65, the Post-Retirement Benefit provided
pursuant to the Senior


                                       11


<PAGE>


Management Survivor Benefit Plan as in effect prior to January 1, 1986, shall
continue to apply and the post-retirement benefit provided under the Basic Death
Benefit portion hereof shall not apply.

18.      Amendments and Termination. This Plan may be modified or terminated at
any time in accordance with the provisions of SBC's Schedule of Authorizations.
A modification or Plan termination may affect present and future Eligible
Employees; provided, however, that no modification shall be made to this Plan
with respect to an Eligible Employee who terminates employment for reason of
disability or Retirement), nor shall a termination of the Plan operate so as to
be applicable to such an individual, without the written consent of the Eligible
Employee.


                                       12


<PAGE>



[SBC LOGO]

SBC Communications Inc.

                                   SALARY AND
                          INCENTIVE AWARD DEFERRAL PLAN


                                    Effective:  January 1, 1984
                                    Revisions Effective:  September 29, 2000

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Subject                                                                        Page
-------                                                                        ----
<S>      <C>                                                                   <C>
Article 1   Statement of Purpose ..............................................  1

Article 2   Definitions .......................................................  1

Article 3   Administration of the Plan ........................................  4

Article 4   Contributions .....................................................  4

         4.1      Elections to Make Contribution ..............................  4
         4.2      Contributions to Pre-Tax Account; Interest/Dividends ........  5

Article 5  Distributions ......................................................  6

         5.1      Distributions From Pre-Tax Account ..........................  6
         5.2      Accelerated Distribution ....................................  7
         5.3      Small Distribution ..........................................  8
         5.4      Determination by Internal Revenue Service ...................  8
         5.5      Emergency Distribution ......................................  8
         5.6      Ineligible Participant ......................................  8

Article 6   Transition Provisions .............................................  9

         6.1      Effective Dates .............................................  9
         6.2      Combination of Existing Contributions .......................  9
         6.3      Termination of Elections ....................................  9
         6.4      Annual Base Salary Contribution Transition .................. 10

Article 7   Discontinuation, Termination, Amendment ........................... 10

         7.1      SBC's Right to Terminate Plan ............................... 10
         7.2      Amendment ................................................... 10

Article 8   Miscellaneous ..................................................... 10

         8.1      Additional Benefit .......................................... 10
         8.2      Tax Withholding ............................................. 11
         8.3      Elections and Notices ....................................... 11
         8.4      Unsecured General Creditor .................................. 11
         8.5      Offset ...................................................... 11
         8.6      Non-Assignability ........................................... 12
         8.7      Employment Not Guaranteed ................................... 12
         8.8      Errors ...................................................... 12
         8.9      Captions .................................................... 12
         8.10     Governing Law ............................................... 12
         8.11     Validity .................................................... 13
         8.12     Successors and Assigns ...................................... 13
</TABLE>

<PAGE>

                             SBC COMMUNICATIONS INC.

                    SALARY AND INCENTIVE AWARD DEFERRAL PLAN

                      As amended through September 29, 2000

ARTICLE 1 - STATEMENT OF PURPOSE

         The purpose of the Salary and Incentive Award Deferral Plan ("Plan") is
to provide a select group of management employees consisting of Eligible
Employees of SBC Communications Inc. ("SBC" or the "Company") and its
Subsidiaries with a means for deferring the receipt of income.

ARTICLE 2 - DEFINITIONS

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

         BASE COMPENSATION. The following types of cash-based compensation, in
each case as determined by SBC, paid by an Employer (but not including payments
made by a non-Employer, such as state disability payments), before reduction due
to any contribution pursuant to this Plan or reduction pursuant to any deferral
plan of an Employer, including but not limited to a plan that includes a
qualified cash or deferral arrangement under Section 401(k) of the Internal
Revenue Code, as amended ("Code"):

         (a) annual base salary.

         Payments by an Employer under a Disability plan made in lieu of any
compensation described in (a) above, shall be deemed to be a part of the
compensation it replaces for purposes of this definition. Base Compensation does
not include the TEAM Award (the annual award determined to be the "Team Award"
by SBC together with the individual award determined by SBC to be the Individual
Discretionary Award made in connection therewith) or comparable awards, if any,
determined by SBC to be used in lieu of these awards, commissions or zone
allowances or any other geographical differential and shall not include payments
made in lieu of unused vacation or other paid days off, and such payments shall
not be contributed to this Plan.

         BUSINESS DAY. Any day during regular business hours that SBC is open
for business.

         CHAIRMAN. The Chairman of the Board of Directors of SBC Communications
Inc.

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

         DECLARED RATE. The interest rate for each calendar year as determined
by the Senior Executive Vice President-Human Resources, with the concurrence of
the Senior Executive Vice President, Chief Financial Officer and Treasurer and
announced on or before January 1 of the applicable calendar year. However, in no
event will the Declared Rate for any calendar be less than the Moody's Corporate
Bond Yield Average-Monthly Average Corporates as published by


                                       1
<PAGE>

Moody's Investor's Service, Inc. (or any successor thereto) for the month of
September before the calendar year in question, or, if such yield is no longer
published, a substantially similar average selected by the Senior Executive Vice
President-Human Resources or his or her successor.


         DISABILITY. Absence of an Employee from work with an Employer under the
relevant Employer's disability plan, not only while such Employee is deemed by
the Employer to be an Employee of such Employer.



         ELIGIBLE EMPLOYEE. An Employee who:
         (a) is a full time, salaried Employee of SBC or an Employer and who is
on active duty, Disability or Leave of Absence;


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


         (c) is (i) an Officer or (ii) a non-Officer Employee who has been
approved by the chairman to be eligible to participate in this Plan.


         Notwithstanding the foregoing, SBC may, from time to time, exclude any
Employee or group of Employees from being deemed an "Eligible Employee" under
this Plan.

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

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

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

         EXECUTIVE OFFICER. A person identified as an "executive officer" of SBC
in the then most recent SBC Form 10-K containing such information that was filed
with the United States Securities and Exchange Commission or who subsequent to
such filing was notified by SBC's General Counsel to be an executive officer of
SBC.


         INCENTIVE AWARD. A cash award paid by an Employer (and not by a
non-Employer, such as state disability payments) as either a short term or long
term award under the Short Term Incentive Plan or the 1996 Stock and Incentive
Plan the Key Executive Officer Short Term Award paid under the 1996 Stock and
Incentive Plan; or any other award that the Committee designates as a short term
or long term incentive award specifically for purposes of this Plan (regardless
of the purpose of the award) including an award which would otherwise be paid in
stock, other than stock of SBC.


         LEAVE OF ABSENCE. Where a person is absent from employment with an
Employer on a


                                       2
<PAGE>

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



         OFFICER. An individual who is designated as an officer level employee
for salary purposes on the records of SBC.


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

         PRE-TAX ACCOUNT. The account maintained on a pre-tax basis on the books
of account of SBC for each Participant.

         RETIREMENT OR RETIRE. The Termination of Employment for reasons other
than death, on or after the earlier of the following dates: (1) the date the
Employee is eligible to retire with an immediate pension pursuant to the SBC
Supplemental Retirement Income Plan ("SRIP"); or (2) the date the Employee has
attained one of the following combinations of age and service at Termination of
Employment, except as otherwise indicated below:

<TABLE>
<CAPTION>
                Net Credited Service                Age
                --------------------            -----------
                <S>                             <C>
                  10 years or more              65 or older
                  20 years or more              55 or older
                  25 years or more              50 or older
                  30 years or more              Any age
</TABLE>

         With respect to an Employee who is granted an EMP Service Pension under
and pursuant to the provisions of the SBC Pension Benefit Plan - Nonbargained
Program upon Termination of Employment, the term "Retirement" shall include such
Employee's Termination of Employment.

         SUBSIDIARY. Any corporation, partnership, venture or other entity in
which SBC holds, directly or indirectly, a 50% or greater ownership interest.
SBC may, at its sole discretion, designate any other corporation, partnership,
venture or other entity a Subsidiary for the purpose of participating in this
Plan.

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

         TERMINATION UNDER EPR. In determining whether an Eligible Employee's
termination of employment under the Enhanced Pension and Retirement Program
("EPR") is a Retirement for purposes of this Plan, five years shall be added to
each of age and net credited service


                                       3
<PAGE>

("NCS"). If with such additional age and years of service, (1) an Eligible
Employee upon such termination of employment under EPR is Retirement Eligible
according to the SBC Supplemental Retirement Income Plan ("SRIP") or (2) the
Eligible Employee upon such termination of employment under EPR has attained one
of the following combinations of age and service,

<TABLE>
<CAPTION>
                Actual NCS + 5 Years        Actual Age + 5 Years
                --------------------        --------------------
                <S>                         <C>
                  10 years or more              65 or older
                  20 years or more              55 or older
                  25 years or more              50 or older
                  30 years or more              Any age
</TABLE>

then such termination of employment shall be a Retirement for all purposes under
this Plan and the Eligible Employee shall be entitled to the treatment under
this Plan afforded in the case of a termination of employment which is a
Retirement.

ARTICLE 3 - ADMINISTRATION OF THE PLAN


         The Committee shall be the administrator of the Plan and will
administer the Plan, interpret, construe and apply its provisions in accordance
with its terms. The Committee may further establish, adopt or revise such rules
and regulations as it may deem necessary or advisable for the administration of
the Plan. References to determinations or other actions by SBC, herein, shall
mean actions authorized by the Committee, the Chairman, the Senior Executive
Vice President of SBC in charge of Human Resources, or their respective
successors or duly authorized delegates, in each case in the discretion of such
person; except that with respect to Executive Officers, only the Committee may
take such action. All decisions by SBC shall be final and binding.


ARTICLE 4 - CONTRIBUTIONS

4.1      ELECTION TO MAKE CONTRIBUTIONS.
         (a) An Eligible Employee may elect to participate in the Plan through
payroll deductions contributed to the Plan as follows (such contributions to the
Plan are "Employee Contributions"):

                  (i)  An Eligible Employee may elect to contribute up to
                       50% (in whole percentage increments) of his or her
                       monthly Base Compensation, as the same may change
                       from time to time; provided, however, any Base
                       Compensation deferral hereunder is conditioned upon a
                       30% Base Compensation deferral election being in
                       effect in the Stock Savings Plan.

                  (ii) An Eligible Employee may elect to contribute up to
                       100% (in whole percentage increments or a specified
                       dollar amount) of an Incentive Award.

         (b) An Eligible Employee may only make an election, change an election,
or terminate an election to make Employee Contributions as follows:

                  (i)  An Employee who is an Eligible Employee as of
                       September 30 may make an


                                       4
<PAGE>

                       election on or prior to the last Business Day of the
                       immediately following November with respect to the
                       contribution of Base Compensation and/or Incentive
                       Awards paid on or after the immediately following
                       January 1.


                  (ii) An Employee who was not an Eligible Employee as of
                       September 30 but who is an Eligible Employee the
                       immediately following December 31 (or such later date
                       chosen by SBC, but not later than April 30) may make an
                       election on or prior to the last Business Day of the
                       immediately following May with respect to the
                       contribution of Base Compensation and/or Incentive Awards
                       paid on or after the immediately following July 1.


         SBC may refuse or terminate any election to make Employee Contributions
at any time.



4.2      CONTRIBUTIONS TO PRE-TAX ACCOUNT; INTEREST/DIVIDENDS.
         (a) Employee Contributions shall be made solely pursuant to a proper
election and only during the Employee's lifetime and while the Employee remains
an Eligible Employee (if the Employee ceases to be an Eligible Employee, his or
her election to make Employee Contributions shall be cancelled); provided,
however, Termination of Employment of an Eligible Employee shall not constitute
loss of eligibility solely with respect to contribution of Base Compensation
earned prior to termination but paid within 60 days thereafter or with respect
to an Incentive Award paid after Retirement (and such person shall be deemed an
Eligible Employee for such contributions).


         (b) Employee Contributions shall be credited to the Participant's
Pre-Tax Account in accordance with the provisions of Section 4.2(e) shall bear
interest at the applicable Declared Rate on the balance from month-to-month in
such account. The interest will be credited monthly to the account at
one-twelfth of the annual Declared Rate for that calendar year compounded
quarterly.


         (c) In addition, if the Participant's account under the Bell System
Senior Management Incentive Award Deferral Plan ("Predecessor Plan") was
transferred to this Plan as of January 1, 1984, the effective date of this Plan,
then the Participant's Pre-Tax Account under this Plan shall be credited as of
such date with the amount credited to the Participant's account under the
Predecessor Plan as of December 31, 1983, and such amount shall bear interest in
accordance with the terms of this Plan.

         (d) Deferred amounts related to Incentive Awards which would otherwise
have been distributed in shares of stock other than shares of common stock of
SBC shall be credited to the Participant's Pre-Tax Account as deferred shares.
The Participant's Pre-Tax Account shall also be credited on each dividend
payment date with an amount equivalent to the dividend payable on the number of
such shares equal to the number of deferred shares in the Participant's Pre-Tax
Account on the record date for such dividend. Such amount shall then be
converted to a number of additional deferred shares determined by dividing such
amount by the closing price of such shares on the New York Stock Exchange on
such date, or if not listed on such exchange, then on


                                       5
<PAGE>
the principal market for such shares. If not traded on such exchange on such
date, then the closing price on the next preceding day the stock was so traded
shall be utilized.

         In the event of a merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, stock split, share
combination, or stock dividend, stock split or other change in the corporate
structure of the issuer of stock described in the preceding paragraph, affecting
such stock, the Committee shall make an adjustment to the number and class of
shares of deferred stock, in its discretion, to avoid any dilution or
enlargement of rights.


         (e) Contributions to the Plan shall be deemed contributed when the
compensation would have otherwise actually been paid (using the "check date" of
the payment or contribution) were it not for an election under this Plan. For
example, a contribution from a payment of Base Compensation, delayed for any
reason, shall be deemed contributed when the delayed payment is made.


ARTICLE 5 - DISTRIBUTIONS

5.1       DISTRIBUTIONS FROM PRE-TAX ACCOUNT.
         (a) Retirement. Beginning March 10 (or such other date as determined by
SBC) of the first (1st) calendar year following the calendar year of the
Retirement of a Participant and on March 10 (or such other date as determined by
SBC) of each of the successive 14 calendar years, SBC shall distribute to the
Participant that portion of the Participant's Pre-Tax Account that is equal to
the total dollar amount of the Participant's Pre-Tax Account (and/or number of
deferred shares then held in the Participant's Pre-Tax Account) divided by the
number of remaining installments. Notwithstanding the foregoing, if the
Participant Retires prior to 2001, then any undistributed portion of the
Participant's Pre-Tax Account will be distributed in a lump sum on March 10 of
the fifteenth (15th) calendar year following the calendar year of the Retirement
of the Participant.

         (b) Non-Retirement Termination of Employment. Beginning March 10 (or
such other date as determined by SBC) of the calendar year following the
calendar year of Termination of Employment which is not a Retirement and on
March 10 (or such other date as determined by SBC) of each of the successive 2
calendar years, SBC shall distribute that portion of the Participant's Pre-Tax
Account that is equal to the total dollar amount of the Participant's Pre-Tax
Account (and/or number of deferred shares held in the Participant's Pre-Tax
Account) divided by the number of remaining installments.

         (c) Death. Notwithstanding (a) or (b) above to the contrary, in the
event of the death of a Participant, any amounts remaining in the Participant's
Pre-Tax Account (and/or number of deferred shares then held in the Participant's
Pre-Tax Account) shall be promptly distributed to the Participant's beneficiary
designated in accordance with the SBC Rules for Employee Beneficiary
Designations, as the same may be amended from time to time ("Rules"). If no
designation has been made or if all designated beneficiaries predecease the
Participant, the Participant's Pre-Tax Account shall be distributed according to
the Rules.

         Notwithstanding any other provision of this Plan, if a surviving
beneficiary of a Plan


                                       6
<PAGE>

participant disclaims in whole or in part, that beneficiary's interest or share
in the distribution of the Plan participant's Plan proceeds, and such disclaimer
satisfies the requirements of Section 2518(b) of the Internal Revenue Code (or
any successor provision) and any applicable state law, such disclaimer shall not
constitute an assignment, transfer or alienation by any method of such interest
or share or proceeds and the portion of such proceeds subject to such disclaimer
shall be distributed as if that beneficiary had predeceased the Plan
participant.

         (d) Discharge for Cause/Non Competition. Notwithstanding any other
provision of this Plan to the contrary, all amounts (including deferred shares)
then credited to the Participant's Pre-Tax Account shall be paid immediately in
a single payment if a Participant is discharged for cause by his or her
Employer, or if a Participant otherwise ceases to be employed by his or her
Employer and engages in competition with SBC or any direct or indirect
Subsidiary thereof or with any business with which a Subsidiary of SBC or an
affiliated company has a substantial interest (collectively referred to herein
as an "Employer Business"), or becomes employed by a governmental agency having
jurisdiction over the activities of SBC or any of its Subsidiaries. For purposes
hereof, engaging in competition with any Employer business shall mean engaging
by the Participant in any business or activity in the same geographical market
where the same or substantially similar business or activity is being carried on
as an Employer business. Such term shall not include owning a nonsubstantial
publicly traded interest as a shareholder in a business that competes with an
Employer business. However, engaging in competition with an Employer business
shall include representing or providing consulting services to, or being an
employee of, any person or entity that is engaged in competition with any
Employer business or that takes a position adverse to any Employer business in a
judicial, regulatory, legislative or administrative proceeding. Further,
engaging in competition with an Employer business would result if the
Participant either engages directly in competitive activity or in any capacity
in any location becomes employed by, associated with, or renders service to any
company, or parent or affiliate thereof, or any subsidiary of any of them, if
any of them is engaged in competition with an Employer business, regardless of
the position or duties the Participant takes and regardless of whether or not
the employing company, or the company that the Participant becomes associated
with or renders service to, is itself engaged in direct competition with an
Employer business.

         (e) Deferred amounts held pending distribution shall continue to be
credited with interest or additional deferred shares, as applicable, determined
in accordance with Section 4.2(b) or 4.2 (d), as applicable.

         (f) The obligation to make distribution of deferred amounts credited to
a Participant's Pre-Tax Account during any calendar year, plus the additional
amounts credited on such deferred amounts pursuant to Section 4.2(b) or 4.2(d),
as applicable, shall be borne by SBC or the applicable Employer which otherwise
would have paid the related award currently. However, the obligation to make
distributions with respect to deferred amounts which are related to amounts
credited to a Participant's Pre-Tax Account as of the effective date of the Plan
pursuant to Section 4.2(c), and with respect to which no SBC company would
otherwise have paid the related award currently, shall be borne by the Employer
which employed the Participant on the effective date of the Plan.

         (g) For the purpose of this Plan, a beneficiary designation like that
described in Section 5.1(c) that was made under the comparable provisions of the
Predecessor Plan shall be considered as a beneficiary designation made under
Section 5.1(c).

         (h) Notwithstanding the other provisions of this Section 5.1 to the
contrary, but subject to


                                       7
<PAGE>

the provisions of Section 5.2(b), a Participant who was a Participant on, and
made contributions to the Plan prior to, September 1, 2000, may request that
receipt of the cash portion of Participant's Pre-Tax Account be deferred to
Participant's death, or to be received earlier if accelerated in accordance with
the provisions of 5.2(a). Approval of such request shall be in SBC's sole
discretion.


5.2      ACCELERATED DISTRIBUTION.
         (a) On or before the last Business Day of a calendar year, a
Participant may elect to receive a distribution of all or a portion of the
Participant's Pre-Tax Account. Such distribution shall be made March 10 (or such
other date as determined by SBC) of the immediately following calendar year.
This distribution shall be in addition to the portion of the Pre-Tax Account to
be distributed at the same time under Section 5.1, which distribution shall be
calculated without regard to an election under this section.


         (b) In the event the Participant Terminates Employment for reasons
other than Retirement, SBC may, at its sole discretion, accelerate the
distribution of all or a portion of a Participant's Pre-Tax Account to the date
of SBC's choosing, without notice to, or the consent of, the Participant.

5.3      SMALL DISTRIBUTION.
         Notwithstanding any election made by the Participant, after the
Termination of Employment of the Participant for any reason, if at the time the
total value of the Participant's Pre-Tax Account is less than $10,000, SBC may,
in its discretion, distribute all of such account in the form of a lump sum
distribution.

5.4      DETERMINATION BY INTERNAL REVENUE SERVICE.
         In the event that a final determination shall be made by the Internal
Revenue Service or any court of competent jurisdiction that a Participant has
recognized gross income for Federal income tax purposes in excess of the portion
of Participant's Pre-Tax Account actually distributed by SBC, SBC shall promptly
distribute to the Participant that portion of Participant's Pre-Tax Account to
which such additional gross income is attributable.


5.5      EMERGENCY DISTRIBUTION.
         In the event that SBC, upon written petition of the Participant,
determines in its sole discretion that the Participant has suffered an
unforeseeable financial emergency, SBC shall distribute to the Participant, as
soon as practicable following such determination, that portion of Participant's
Pre-Tax Account determined by SBC to meet the emergency (the "Emergency
Distribution). For purposes of this Plan, an unforeseeable financial emergency
is an unexpected need for cash arising from an illness, casualty loss, sudden
financial reversal, or other such unforeseeable occurrence. Cash needs arising
from foreseeable events such as the purchase of a house or education expenses
for children shall not be considered to be the result of an unforeseeable
financial emergency. Upon such distribution, any election to make Employee
Contributions by such Participant shall be immediately cancelled, and the
Participant shall not be permitted to make a new election with respect to
Employee Contributions that would be contributed during the then current and
immediately following calendar year.


5.6      INELIGIBLE PARTICIPANT.
         Notwithstanding any other provisions of this Plan to the contrary, if
SBC receives an opinion from counsel selected by SBC, or a final determination
is made by a Federal, state or


                                       8
<PAGE>

local government or agency, acting within its scope of authority, to the effect
that an individual is not, or was not at the time of his or her making Employee
Contributions to this Plan, to be a member of Employer's "select group of
management or highly compensated employees" within the meaning of ERISA, then
such person will not be eligible to participate in this Plan and shall receive
an immediate lump sum distribution of the Participant's Pre-Tax Account. Upon
such payment no other distribution shall thereafter be payable under this Plan
either to the individual or any beneficiary of the individual, except as
provided under Section 8.1 Additional Benefit.

ARTICLE 6 - TRANSITION PROVISIONS

         The transition rules of this Article 6 shall supercede all other terms
of this Plan.

6.1      EFFECTIVE DATES.
         Except as otherwise provided herein, the amendments to this Plan made
September 1, 2000 (the "2000 Amendments") shall be effective September 1, 2000,
and no election regarding the further deferral of a distribution of
contributions to this Plan may be made on or after September 1, 2000.

6.2      COMBINATION OF EXISTING CONTRIBUTIONS.
         (a) Effective January 1, 2001, all prior contributions made to the Plan
by a Participant shall be combined into Participant's single Pre-Tax Account.

         (b) To the extent any Participant who retires before 2001 would, were
it not for the 2000 Amendments, under valid elections made prior to September 1,
2000, receive a distribution that would extend the Participant's distributions
beyond 2015, then the contributions so affected shall not be combined with other
contributions and shall be distributed in accordance with such elections.
Notwithstanding the foregoing, the Participant may, with the consent of SBC,
elect to have all of Participant's contributions to the Plan governed by this
Plan as in effect after September 1, 2000.

         (c) In the event a Participant dies prior to 2001, the Participant's
accounts shall not be combined with and shall be distributed in accordance with
the Plan as it existed immediately prior to September 1, 2000.

6.3      TERMINATION OF ELECTIONS.
         (a) Distributions from the Plan that would be made in the year 2000
under the Plan as it existed immediately prior to September 1, 2000, based on
elections made before September 1, 2000, shall continue to be made in the year
2000 as provided in the Plan immediately prior to September 1, 2000. All other
distribution elections are cancelled, including but not limited to distributions
which have already commenced, but only to the extent such elections call for
distributions after the year 2000. All amounts (or shares) remaining
undistributed after such distributions shall be held and distributed in
accordance with the terms of the Plan as in effect after September 1, 2000.

         (b) Contributions to the Plan that would be made in the year 2000 under
the Plan as it existed immediately prior to September 1, 2000, based on
elections made before September 1, 2000, shall continue to be made in the year
2000 as provided in the Plan immediately prior to September 1, 2000. Elections
to participate in the Plan shall not automatically be renewed for the year 2001.
Each Eligible Employee must make a new election after September 1, 2000, in


                                       9
<PAGE>

order to make Employee Contributions after 2000. Provided, however, valid
elections made prior to September 1, 2000, to contribute Incentive Awards in
2001 shall be valid elections under this Plan.

6.4      ANNUAL BASE SALARY CONTRIBUTION TRANSITION.
         Annual base salary earned prior to January 1, 2001, shall be
contributed when earned, while annual base salary earned on or after such date
shall be contributed when paid. In order to avoid any double contribution of
annual base salary, that part of annual base salary earned in the year 2000
shall not be included in any determination of contributions to the Plan in a
later calendar year, even though paid in such calendar year.

ARTICLE 7 - DISCONTINUATION, TERMINATION, AMENDMENT.

7.1      SBC'S RIGHT TO TERMINATE PLAN.
         The Committee may terminate the Plan at any time. Upon termination of
the Plan, contributions shall no longer be made under the Plan.

         After termination of the Plan, Participants shall continue to earn
interest/dividend equivalents and shall continue to receive all distributions
under this Plan at such time as provided in and pursuant to the terms and
conditions of this Plan at the time of the Plan's termination.

7.2      AMENDMENT.
         This Plan may be modified or terminated at any time in accordance with
the provisions of SBC's Schedule of Authorizations; provided, however, that no
amendment, including but not limited to an amendment to this section, shall be
effective, without the consent of a Participant, to alter, to the material
detriment of such Participant, the distributions described in this Plan as
applicable to the Participant or to decrease such Participant's Pre-Tax Account.
For purposes of this section, an alteration to the material detriment of a
Participant shall mean a material reduction in the period of time over which
Participant's Pre-Tax Account may be distributed to a Participant or a reduction
in the amounts then credited to a Participant's Pre-Tax Account. Any such
consent may be in a writing, telecopy, or e-mail or in another electronic
format. An election to make Employee Contributions and the failure to terminate
an election to make Employee Contributions when able to do so shall each be
conclusively deemed to be the consent of the Participant to any and all
amendments to the Plan prior to such election or failure to terminate an
election, and such consent shall be a condition to making any election with
respect to Employee Contributions.

ARTICLE 8 - MISCELLANEOUS

8.1      ADDITIONAL BENEFIT.
         The reduction of any benefit payable under the SBC Pension Benefit Plan
(or comparable plan identified by SBC as a replacement therefor), which results
from participation in this Plan, will be restored as an additional benefit
("make-up piece") under this Plan. The Participant shall elect prior to
commencement of payment of the make-up piece whether to receive such benefit in
cash in a lump sum (consisting of the present value equivalent of the pension
retirement benefit (life annuity) make-up piece) or such benefit in an annuity
form of payment. Notwithstanding the proceeding provisions of this section, if
all or a portion of the make-up piece is paid pursuant to SRIP or another
non-qualified plan, then such amount shall not be payable pursuant to this Plan.


                                       10
<PAGE>

8.2      TAX WITHHOLDING.
         Upon a distribution from Participant's Pre-Tax Account, SBC shall
withhold such amount (or shares) as determined by SBC to satisfy the minimum
amount of Federal, state, and local taxes required by law to be withheld as a
result of such distribution, or such greater amount as specified by the
Participant.


8.3      ELECTIONS AND NOTICES.
         Notwithstanding anything to the contrary contained in this Plan, all
elections and notices of every kind shall be made on forms prepared by SBC or
made in such other manner as permitted or required by SBC, including through
electronic means, over the Internet or otherwise. An election shall be deemed
made when received by SBC, which may waive any defects in form. Unless made
irrevocable by the electing person, each election with regard to making Employee
Contributions or distributions under the Plan shall become irrevocable at the
close of business on the last day to make such election. SBC may limit the time
an election may be made in advance of any deadline.



         Any notice or filing required or permitted to be given to SBC under the
Plan shall be delivered to the principal office of SBC, directed to the
attention of the Senior Executive Vice President-Human Resources of SBC or his
or her successor. Such notice shall be deemed given on the date of delivery.


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

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

8.4      UNSECURED GENERAL CREDITOR.
         Participants and their beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, interest, or claims in any property or
assets of any Employer. No assets of any Employer shall be held under any trust
for the benefit of Participants, their beneficiaries, heirs, successors, or
assigns, or held in any way as collateral security for the fulfilling of the
obligations of any Employer under this Plan. Any and all of each Employer's
assets shall be, and remain, the general, unpledged, unrestricted assets of such
Employer. The only obligation of an Employer under the Plan shall be merely that
of an unfunded and unsecured promise of SBC to make distributions under, and in
accordance with the terms of, the Plan.

8.5      OFFSET.


                                       11
<PAGE>

         SBC may offset against the amount (or shares) otherwise distributable
to a Participant, any amounts due an Employer by a Participant, including but
not limited to overpayments under any compensation or benefit plans.

8.6      NON-ASSIGNABILITY.
         Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt, any
amounts (or shares) distributable under the Plan, or any part thereof, which
are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amount (or shares) distributable shall, prior
to actual distribution, be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.



8.7      EMPLOYMENT NOT GUARANTEED.
         Nothing contained in this Plan nor any action taken hereunder shall be
construed as a contract of employment or as giving any employee any right to be
retained in the employ of an Employer or to serve as a director.

8.8      ERRORS.
         At any time SBC may correct any error made under the Plan without
prejudice to SBC. Such corrections may include, among other things, refunding
contributions to a Participant with respect to any period he or she made
Employee Contributions while not an Eligible Employee, or canceling the
enrollment of a non-Eligible Employee.

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


         8.10     GOVERNING LAW.

         To the extent not preempted by ERISA, this Plan shall be governed by
and construed in accordance with the substantive laws of the State of Texas,
excluding any conflicts or choice of law, rule or principle that might otherwise
refer construction or interpretation of this Plan to provisions of the
substantive law of any jurisdiction other than the State of Texas. Any actions
seeking to enforce the rights of an employee, former employee or person who
holds such rights through, from or on behalf of such employee or former employee
under this plan may be brought only in a federal or state court located in Bear
County, Texas.






                                       12
<PAGE>


8.11     VALIDITY.
         In the event any provision of this Plan is held invalid, void, or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan.


8.12     SUCCESSORS AND ASSIGNS.
         This Plan shall be binding upon SBC and its successors and assigns.


                                       13
<PAGE>



[SBC LOGO]

           SBC Communications Inc.







                           SENIOR MANAGEMENT LONG TERM
                                DISABILITY PLAN







                                                 Plan Effective: January 1, 1984

<PAGE>



                                SENIOR MANAGEMENT
                            LONG TERM DISABILITY PLAN

Section 1.        Definitions

         1.       Plan shall mean the SBC Communications Inc. Senior Management
                  Long Term Disability Plan.


         2.       Employer shall mean SBC Communications Inc. or any of its
                  subsidiaries that participate in the Plan.


         3.       Pension Plan shall mean the SBC Communications Inc. Management
                  Pension Plan.

         4.       Disability Benefit Plan shall mean the SBC Communications Inc.
                  Sickness and Accident Disability Benefit Plan.

         5.       Mid-Career Pension Plan shall mean the SBC Communications Inc.
                  Mid-Career Pension Plan.

         6.       Short Term Plan shall mean the SBC Communications Inc. Short
                  Term Incentive Plan.

         7.       Committee shall mean the Administrative Committee appointed by
                  the Vice President-Human Resources. It shall consist of three
                  managers, one of whom will be a Senior Manager.

         8(a)     Participant, for purpose of the Disability Allowance under
                  Section 2, shall mean a Senior Manager on the active rolls of
                  an Employer on or after the effective date of the Plan.

         8(b)     Participant, for purposes of the Senior Management survivor
                  Benefit under Section 3, shall mean a former employee of an
                  Employer who was a Participant under paragraph 8(a) above on
                  the last day of employment, if such former employee is
                  eligible to receive a Disability Allowance under Section 2.

         8(c)     Participant, for purposes of the Medical Expense Benefit under
                  Section 6, shall mean a former employee of an Employer who was
                  a Participant under paragraph 8(a) above the last day of
                  Employment, if such former employee is eligible to receive a
                  Disability Allowance under Section 2.

         8(d)     For purposes of paragraph 8(b) and 8(c) above, a former
                  employee shall be considered to be eligible to receive a
                  Disability Allowance under Section 2 if he has met the
                  conditions specified in Section 2, even though


                                       1

<PAGE>


                  the receipt of other benefits by such former employee
                  precludes his receipt of any benefits under Section 2.

         9.       Term of Employment. shall have the same meaning as the meaning
                  assigned to such expression in the Pension Plan.

         10.      Annual Basic Pay shall mean the Participant's annual base
                  salary rate (as determined by the Employer) on the last day
                  the Participant was on the active payroll, but excluding all
                  differentials regarded as temporary or extra payments and all
                  cash payments and distributions made under the Short Term Plan
                  and the SBC Communications Inc. Long Term Incentive Plan. The
                  base salary rate in Section 2, paragraph 3, shall be the base
                  salary amount prior to any reduction as a result of the Senior
                  Management Deferred Compensation Plan.

         11.      The use of personal pronouns of the masculine gender in the
                  Plan is intended to include both masculine and feminine
                  genders.

Section 2.        Disability Allowance

         1(a)     A participant shall be considered to be "disabled" at any time
                  during the first fifty-two week period following the onset of
                  a physical or mental impairment if such impairment prevents
                  the Participant from meeting the performance requirements of
                  the position held immediately preceding the onset of the
                  physical or mental impairment.

         1(b)     A Participant shall be considered to be "disabled" after the
                  first fifty-two week period following the onset of a physical
                  or mental impairment if such impairment prevents the
                  Participant from meeting the performance requirements of (1)
                  the position held immediately preceding the onset of the
                  physical or mental impairment, (2) a similar position, or (3)
                  any appropriate position which the Participant would otherwise
                  be capable of performing by reason of the Participant's
                  background and experience.

         1(c)     The Committee shall make the determination of whether a
                  Participant is disabled within the meaning of paragraphs 1(a)
                  and 1(b) above.

         2.       A Participant who is disabled during a period described in
                  paragraph 1(a) of this Section 2 shall be eligible to receive
                  a monthly disability allowance equal to 100 percent of the
                  Participant's monthly base salary rate on the last day the
                  Participant was on the active payroll, reduced by any amounts
                  described in paragraph 5(a) of this Section 2 which are
                  attributable to the period for which benefits are provided
                  under this paragraph.

         3.       A Participant who is disabled during a period described in
                  paragraph 1(b) shall, prior to his sixty-fifth birthday, be
                  eligible to receive a monthly


                                       2

<PAGE>


                  disability allowance equal to eighty percent of the
                  Participant's monthly base salary rate, prior to any deferral
                  amount under the Senior Management Deferred Compensation Plan,
                  on the last day the Participant was on the active payroll,
                  reduced by any amounts described in paragraph 4(b) of this
                  Section 2 which was attributable to the period for which
                  benefits are provided under this paragraph.

         4(a)     The disability allowance determined for any period under
                  paragraph 2 of this Section 2 shall be reduced by the sum of
                  the following benefits received by the Participant which are
                  attributable to the period for which such disability allowance
                  is provided: a service pension, deferred vested pension, or
                  disability pension under the Pension plan, a pension under the
                  Mid-Career Pension Plan, an accident disability benefit or
                  sickness disability benefit under the Disability Benefit Plan,
                  any Workers' Compensation Benefit, plus any other benefit
                  payments required by law on account of the Participant's
                  disability. However, no reduction shall be made on account of
                  any pension under the Pension Plan, or the Mid-Career Pension
                  Plan at a rate greater than the rate of such pension on the
                  date the Participant first received such pension after his
                  disability.

         4(b)     The disability allowance determined for any period under
                  paragraph 3 of this Section 2 shall be reduced by the sum of
                  the following benefits received by the Participant which are
                  attributable to the period for which such disability allowance
                  is provided: a service pension, deferred vested pension or
                  disability pension under the Pension Plan, a pension under the
                  Mid-Career Pension Plan, an accident disability benefit under
                  the Disability Benefit Plan, any other retirement income
                  payments from the employee's Employer, plus any Worker's
                  Compensation Benefit. However, no reduction shall be made on
                  account of any pension under the Pension Plan, or the
                  Mid-Career Pension Plan at a rate greater than the rate of
                  such pension on the date the Participant first received such
                  pension after his disability.

                           Furthermore, the Board of Directors of the employee's
                  Employer in its discretion may reduce the disability allowance
                  by the amount of outside compensation or earnings of the
                  Participant for work performed by the Participant during the
                  period for which such disability allowance is provided.

         5.       For purposes of paragraphs 1(a) and 1(b) of this Section 2,
                  the measurement of time following the onset of a physical or
                  mental impairment shall coincide with the measurement of time
                  used to calculate the period of Sickness and Disability
                  Benefit Plan. Successive periods of physical or mental
                  impairment shall be counted together in computing the periods
                  during which the Participant shall be entitled to the benefits
                  provided under paragraph 2 or paragraph 3 of this Section 2,
                  except that


                                       3

<PAGE>


                  any disability absence after the Participant has been
                  continuously engaged in the performance of duty for thirteen
                  weeks shall be considered to commence a new period of physical
                  or mental impairment under paragraph 1(a), so that such
                  Participant shall be entitled during such new period to the
                  benefits provided under paragraph 2 of this Section 2.

Section 3         Life Insurance Benefits. A Participant described in paragraph
                  8(b) of Section 1, who has not retired on a service pension or
                  a disability pension under the Pension Plan, shall be entitled
                  to the same rights and benefits under the SBC Communications
                  Inc. Senior Management Survivor Benefit Plan, and under the
                  Supplementary Life Insurance Plan, as if the employee had
                  retired on a service pension or a disability pension under the
                  Pension Plan and had elected the Alternate Death Benefit under
                  the Senior Management Survivor Benefit Plan.

Section 4         Medical Expense Benefits. A Participant described in paragraph
                  8(c) of Section 1, who has not retired on a service pension or
                  a disability pension under the Pension Plan, shall be entitled
                  to the same rights and benefits under the SBC Communications
                  Inc. Medical Expense Plan, and Dental Expense Plan as an
                  employee who retired on a service or a disability pension
                  under the Pension Plan.

Section 5         Claims and Appeals. Any claim under the Plan by a Participant,
                  or by anyone claiming through a Participant, shall be
                  presented to the Committee. Any person whose claim under the
                  Plan has been denied may (and must for the purpose of seeking
                  any further review of a decision or determining any
                  entitlement to a benefit under the Plan), within 60 days after
                  receipt of notice of denial, submit to the Human Resources
                  Committee of the SBC Communications Inc. Board of Directors a
                  written request for review of the decision denying the claim.
                  The Human Resources Committee shall determine conclusively for
                  all parties all questions arising in the administration of the
                  Plan.

Section 6         General Provisions

         1.       The Plan shall be effective on January 1, 1984.

         2.       The rights of a Participant or his spouse to benefits under
                  the Plan shall not be subject to assignment or alienation.

         3.       SBC Communications Inc. may from time to time make changes in
                  the Plan and may terminate the Plan. In addition, the Vice
                  President-Human Resources of the SBC Communications Inc. (or
                  any successor to the officer's responsibilities), shall be
                  authorized to make minor or administrative changes to the
                  Plan, as well as changes dictated by the requirement of
                  Federal or state statutes or authorized or made desirable by


                                       4

<PAGE>


                  such statutes. Such changes or termination shall not affect
                  the rights of any Participant, without his consent, to any
                  benefit under the Plan to which such Participant may have
                  previously become entitled as a result of a disability, death
                  or termination of Employment which occurred prior to the
                  effective date of such change or termination.

         4.       In case of accident resulting in injury to or death of a
                  Participant which entitles the Participant to benefits under
                  the Plan, the Participant may elect to accept such benefits or
                  to prosecute such claims at law as the Participant may have
                  against the Employer. If election is made to accept the
                  benefits under the Plan, such election shall be in writing and
                  shall release the Employer from all claims and demands which
                  the Participant may have against it, otherwise than under this
                  Plan or under any other plan maintained by the Employer, on
                  account of such accident. The Committee, in its discretion,
                  may require that the election described above shall release
                  any other company connected with the accident, including any
                  company participating in the Pension Plan. The right of the
                  Participant to a disability allowance under Section 2 of the
                  Plan shall lapse if election to accept such benefits, as above
                  provided, is not made within sixty days after injury, or
                  within such greater time as the Committee shall, by resolution
                  duly entered on its records, fix for the making of such
                  election.

         5.       Should claim, other than under this Plan or under any other
                  plan maintained by the Employer, by presented or suit brought
                  against the Employer, or against any other company
                  participating in the Pension Plan, for damages on account of
                  injury or death of a Participant, nothing shall by payable
                  under this Plan on account of such injury or death except as
                  provided in paragraph 6 of this Section 6; provided however,
                  that the Committee may, in its discretion and upon such terms
                  as it may prescribe waive this provision if such claims be
                  withdrawn or if such suit be discontinued.

         6.       In case any judgment is recovered against the Employer or any
                  settlement is made of any claim or suit on account of the
                  injury or death of a Participant, and the total amount which
                  would otherwise have been payable under the Plan and under any
                  other plan maintained by the Employer is greater than the
                  amount paid on account of such judgment or settlement, the
                  lesser of (1) the difference between such two amounts, or (2)
                  the amount which would otherwise have been payable under this
                  Plan, may in the discretion of the Committee be distributed to
                  the beneficiaries who would have received benefits under this
                  Plan.

         7.       All benefits provided under the Plan with respect to a
                  Participant shall be forfeited and cancelled in their entirety
                  if the Participant, without the consent of the Employer and
                  while employed by the Employer or after


                                       5

<PAGE>


                  termination of such Employment, becomes associated with,
                  becomes employed by or renders service to, or owns an interest
                  in any business (other than as a shareholder with a
                  nonsubstantial interest in such business) that is competitive
                  with the Employer or with any business with which a subsidiary
                  or affiliated Company has a substantial interest, as
                  determined by the Employer's Board of Directors. All benefits
                  provided under the Plan with respect to a Participant shall be
                  forfeited and cancelled in their entirety if the Participant
                  is discharged by the Employer for cause or the Participant
                  engages in misconduct in connection with the Participant's
                  Employment.

         8.       Each Employer, the Committee, and the Human Resources
                  Committee of the SBC Communications Inc.'s Board of Directors
                  is each a named fiduciary as that term is used in ERISA with
                  respect to the particular duties and responsibilities herein
                  provided to be allocated to each of them, respectively.

         9.       All benefits authorized under the Plan shall be a charge to
                  the operating expense accounts of the Participant's Employer
                  when and as paid.

         10.      The expenses of administering the Plan shall be borne by the
                  Employers in such proportions as shall be mutually agreed upon
                  by such Employers.


                                       6

<PAGE>



[SBC LOGO]

                            SBC Communications Inc.


                            SUPPLEMENTAL HEALTH PLAN




                                                     Effective: January 1, 1987
                                            Revisions Effective: March 19, 2001


<PAGE>

                             EXECUTIVE HEALTH PLAN

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
      SECTION                                   SUBJECT                                 PAGE
      -------                                   -------                                 ----
      <S>         <C>                                                                   <C>
         1.       Purpose ..............................................................  1
         2.       Definitions...........................................................  1
         3.       Eligibility ..........................................................  2
         4.       (a)  Coverage.........................................................  3
                  (b)  Substitute Basic Coverage........................................  4
         5.       Costs.................................................................  4
         6.       Non-Competition ......................................................  5
         7.       Administration........................................................  6
         8.       Amendments and Termination ...........................................  6
</TABLE>



                                       i

<PAGE>


                                  SUPPLEMENTAL
                                  HEALTH PLAN

1.       Purpose. The Supplemental Health Plan ("Plan") provides Eligible
Employees and their eligible dependents with supplemental medical, dental and
vision benefits.


2.       Definitions. For purposes of this Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly indicates
otherwise:

         CHAIRMAN. "Chairman" shall mean the Chairman of the Board of SBC
         Communications Inc.

         COMMITTEE. "Committee" shall mean the Human Resources Committee of the
         Board of SBC Communications Inc.


         ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean an Officer.

         OFFICER. "Officer" shall mean an individual who is designated by the
         Chairman as eligible to participate in the Plan who is an elected
         officer of SBC or of any SBC subsidiary (direct or indirect).


         RETIREMENT. "Retirement" shall mean the termination of an Eligible
         Employee's employment with SBC or any of its subsidiaries, for reasons
         other than death, on or after the earlier of the following dates: (1)
         the date the Eligible Employee is Retirement Eligible as such term is
         defined in the SBC Supplemental Retirement Income Plan ("SRIP"); or
         (2) the date the Eligible Employee has attained one of the following
         combinations of age and service at termination of employment on or
         after April 1, 1997, except as otherwise indicated below:

<TABLE>
<CAPTION>
                  Net Credited Service               Age
                  --------------------               ---
                  <S>                                <C>
                  10 years or more                   65 or older
                  20 years or more                   55 or older
                  25 years or more                   50 or older
                  30 years or more                   Any age
</TABLE>


                                       1

<PAGE>

         With respect to an Eligible Employee who is granted an EMP Service
         Pension under and pursuant to the provisions of the SBC Pension
         Benefit Plan - Nonbargained Program ("SBCPBP") upon termination of
         Employment, the term "Retirement" shall include such Eligible
         Employee's termination of employment.

         TERMINATION UNDER EPR. In determining whether an Eligible Employee's
         termination of employment under the Enhanced Pension and Retirement
         Program ("EPR") is a Retirement for purposes of this Plan, five years
         shall be added to each of age and net credited service ("NCS"). If
         with such additional age and years of service, (1) an Eligible
         Employee upon such termination of employment under EPR is Retirement
         Eligible according to the SBC Supplemental Retirement Income Plan
         ("SRIP") or (2) the Eligible Employee upon such termination of
         employment under EPR has attained one of the following combinations of
         age and service,

<TABLE>
<CAPTION>
                Actual NCS + 5 Years             Actual Age + 5 Years
                --------------------             --------------------
                <S>                              <C>
                  10 years or more                   65 or older
                  20 years or more                   55 or older
                  25 years or more                   50 or older
                  30 years or more                   Any age
</TABLE>

         then such termination of employment shall be a Retirement for all
         purposes under this Plan and the Eligible Employee shall be entitled
         to the treatment under this Plan afforded in the case of a termination
         of employment which is a Retirement.

         SBC. "SBC" shall mean SBC Communications Inc.

3.       Eligibility. Each Eligible Employee shall be eligible to participate
in this Plan along with his or her eligible dependents. Eligible dependents are
those covered under the Eligible Employee's SBC company's basic managed care
medical, dental, and vision care plans ("Basic Plans").

Provisions of this Plan will continue in effect during Retirement for each
Eligible Employee who became an Eligible Employee on or after January 1, 1987
but before January 1, 1999. Dependent coverage will also continue during the
Retirement period for an Eligible Employee who became an Eligible Employee on
or after January 1, 1987 but before January 1, 1999. An Eligible Employee who
becomes an Eligible Employee after December 31, 1998 shall not be eligible
hereunder for coverage during Retirement.


                                       2

<PAGE>

Eligible Employees as of October 1, 1998 must elect to continue coverage
effective January 1, 1999 by December 31, 1998. An Eligible Employee who
becomes an Eligible Employee after October 1, 1998 shall have 90 days after
becoming an Eligible Employee to elect coverage under this Plan. Coverage will
remain in effect as long as the applicable contribution is paid by the Eligible
Employee. However, once an Eligible Employee terminates coverage he or she may
not reinstate such coverage.


4.       (a)      Coverage. Subject to the limitations in this Section, this
         Plan provides 100% coverage of all medical, dental and vision expenses
         not covered by the Eligible Employee's Basic Plans provided such
         expenses for such services would qualify as deductible medical
         expenses for federal income tax purposes, whether deducted or not.
         Notwithstanding any other provision of the Plan to the contrary, an
         employee who first becomes an Eligible Employee mid-year and who is
         enrolled in SBC sponsored medical plans other than his or her
         company's Basic Plans (e.g., HMO) will be allowed to participate in
         the Plan for the remainder of the calendar year along with his or her
         dependents who are enrolled in such other SBC sponsored Plans, as if
         he or she was participating in his or her company's Basic Plans.
         Thereafter, to participate in the Plan, the Eligible Employee, as well
         as his or her dependents for whom coverage is desired under this Plan,
         must be enrolled in the Basic Plans to have coverage hereunder.
         Expenses incurred by any Eligible Employee or any of his or her
         eligible dependents under this Plan shall not exceed $50,000 per year
         per individual. Effective January 1, 1998, expenses incurred by any
         Eligible Employee and his or her eligible dependents under this Plan
         shall not exceed $100,000 total per Plan year (i.e., January 1 through
         December 31). Expenses covered by the Basic Plans will not be included
         in these limits.


         Claims will be applied against the various health plans in the
         following order:

              (1)     Medicare if participant is eligible for same,
              (2)     Group Health Plans,
              (3)     CarePlus if elected and applicable,
              (4)     Long Term Care Plan if elected and applicable,
              (5)     this Plan.


                                       3

<PAGE>

         (b)      Substitute Basic Coverage. Notwithstanding any other
         provision of this Plan to the contrary, if upon Retirement, an
         Eligible Employee is eligible for coverage under this Plan during
         Retirement, but not eligible for coverage under the Basic Plans, this
         Plan shall provide all medical, dental and vision expenses as if such
         Eligible Employee had been eligible for Non-Network coverage under the
         Basic Plans (hereinafter, "Substitute Basic Coverage"). Such
         Substitute Basic Coverage shall be subject to the same terms and
         conditions, including monthly retiree contributions, copays, etc. (if
         any), as would be applicable to the Eligible Employees and dependents
         if provided under the Basic Plans and shall constitute such Eligible
         Employee's Basic Plans for all purposes under this Plan. The costs of
         Substitute Basic Coverage (except for any monthly contributions,
         copays, etc.) shall be borne by SBC and shall not be included in the
         determination of any Eligible Employee's annual Plan contribution
         amount as provided in Section 5.

5.       Costs. Except as provided below in this Section, costs and expenses
incurred in the operation and administration of this Plan will be borne by SBC;
and each subsidiary will be required to reimburse SBC for applicable costs and
expenses attributable to Eligible Employees employed by it:

-        Effective January 1, 1999, an Eligible Employee electing coverage
         under the Plan will pay for coverage under the Plan while in active
         service. Such Eligible Employee's annual contribution amount will be
         equal to 10% of SBC's actual costs per Eligible Employee for the prior
         Plan year.

-        Effective with respect to a retirement occurring on or after January
         1, 1999, an Eligible Employee who became an Eligible Employee before
         January 1, 1999 and who elects retirement coverage under the Plan will
         pay for coverage under the Plan during retirement. Such Eligible
         Employee's annual contribution amount during retirement will be equal
         to a percentage of SBC's actual costs per Eligible Employee for the
         prior Plan year according to the following:

         The contribution percentage to be used shall be the lower of the
         Annual Contribution Percentage determined using each Eligible
         Employee's Age or Years Until Retirement as of December 31, 1997:


                                       4

<PAGE>

<TABLE>
<CAPTION>

                                        Annual                                                       Annual
                                     Contribution                    Years Until                  Contribution
            Age                       Percentage      OR             Retirement                    Percentage
            ---                      ------------     --             ----------                   ------------
<S>                                  <C>                      <C>                            <C>
if age 55 or older                        10%                 if retirement eligible                  10%

if age 50 or older but less               25%                 if not retirement eligible      10% plus 5% for each
than 55                                                                                        whole year* until
                                                                                             retirement eligibility
                                                                                              (not to exceed 50%)

if less than age 50                       50%
</TABLE>

*in the event an Eligible Employee is less than one whole year from retirement
eligibility, the Annual Contribution Percentage shall be determined as if one
whole year from retirement eligibility

Coverage will remain in effect as long as the applicable contribution is paid
by the Retiree. However, once a Retiree terminates coverage he or she may not
reinstate such coverage.

6.       Non-Competition. Notwithstanding any other provision of this Plan, no
coverage shall be provided under this Plan with respect to any Eligible
Employee who shall, without the written consent of SBC, and while employed by
SBC or any subsidiary thereof, or within three (3) years after termination of
employment from SBC or any subsidiary thereof, engage in competition with SBC
or any subsidiary thereof or with any business with which a subsidiary of SBC
or an affiliated company has a substantial interest (collectively referred to
herein as "Employer business"). For purposes of this Plan, engaging in
competition with any Employer business shall mean engaging by Eligible Employee
in any business or activity in the same geographical market where the same or
substantially similar business or activity is being carried on as an Employer
business. Such term shall not include owning a nonsubstantial publicly traded
interest as a shareholder in a business that competes with an Employer
business. However, engaging in competition with an Employer business shall
include representing or providing consulting services to, or being an employee
of, any person or entity that is engaged in competition with any Employer
business or that takes a position adverse to any Employer business.
Accordingly, coverage shall not be provided under this Plan if, within the time
period and without the written consent specified, Eligible Employee either
engages directly in competitive activity or in any capacity in any location
becomes employed by, associated with, or renders service to any company, or
parent or affiliate thereof, or any


                                       5

<PAGE>

subsidiary of any of them, if any of them is engaged in competition with an
Employer business, regardless of the position or duties the Eligible Employee
takes and regardless of whether or not the employing company, or the company
that Eligible Employee becomes associated with or renders service to, is itself
engaged in direct competition with an Employer business.

7.       Administration. Subject to the terms of the Plan, the Chairman shall
establish such rules as are deemed necessary for the proper administration of
the Plan. SBC will compute a "gross-up" allowance which will be paid to an
Eligible Employee to offset income tax liabilities incurred as a result of
receiving benefits under this Plan.

8.       Amendments and Termination. This Plan may be modified or terminated at
any time in accordance with the provisions of SBC's Schedule of Authorizations.


                                       6

<PAGE>

                                   EXECUTIVE
                                  HEALTH PLAN
                           ADMINISTRATIVE GUIDELINES

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
SECTION                                        SUBJECT                                 PAGE
-------                                        -------                                 ----
<S>       <C>                                                                          <C>
  1.      General........................................................................1
  2.      Coverage Considerations........................................................1
  3.      Enrollment.....................................................................2
  4.      Eligible Charges...............................................................3
  5.      Annual Limits..................................................................3
  6.      Claims Processing..............................................................4
  7.      I. D. Cards....................................................................5
  8.      Prescriptions..................................................................5
  9.      Billing........................................................................5
  10.     Reports........................................................................6
  11.     Accruals.......................................................................6
  12.     Taxes..........................................................................6
</TABLE>


Approved:



----------------------------------                   ---------------------------
Chairman & Chief Executive Officer                              Date


                                       1

<PAGE>


                                  SUPPLEMENTAL
                                  HEALTH PLAN
                           ADMINISTRATIVE GUIDELINES

1.       General. The purpose of these guidelines is to list the procedures to
be followed in administering the Supplemental Health Plan ("SHP").


The Senior Vice President - Human Resources will establish internal procedures
and group insurance policies with health carrier(s) as appropriate to carry out
the provisions of the Plan.

2.       Coverage Considerations.

Eligible Employees:

Coverage is provided only for an Eligible Employee covered by a subsidiary's
basic medical plan ("basic plan"), except as otherwise provided for in Section
4 of the Plan.

Coverage continues during periods of disability and during retirement in
certain circumstances as described in the Plan. Coverage during such periods
shall be the same as provided to active Eligible Employees.

Coverage for a new Eligible Employee is effective the first day of the month in
which the employee is declared to be eligible to participate in the Plan by the
Chairman.

Coverage will cease on the last day of the month in which one of the following
conditions exist:

         (a)      Eligible Employee is no longer a participant in the Basic
                  Plan

         (b)      termination of Eligible Employee from active service for
                  reasons other than disability or the retirement of an
                  Eligible Employee who became an Eligible Employee before
                  January 1, 1999

         (c)      death of Eligible Employee (unless surviving dependents
                  continue coverage under basic plan)

         (d)      demotion of Eligible Employee so as to no longer be eligible
                  to participate in the Plan

         (e)      transfer to a subsidiary that will not bear expenses for the
                  Eligible Employee to participate in the Plan


                                       1

<PAGE>

         (f)      Eligible Employee engages in competitive activity

         (g)      discontinuance of the Plan by SBC or a subsidiary

Dependents:

Coverage is provided for dependents of a covered Eligible Employee if the
dependents are covered by the basic plan.

If coverage for a dependent ceases under the basic plan, coverage under this
Plan will cease with the same effective date.

If coverage for the Eligible Employee under this Plan ceases for any reason,
dependent coverage will cease with the same effective date except where
employee coverage ceases due to death of the Eligible Employee, the Plan will
continue in effect for surviving dependents as long as the dependents are
covered under the basic plan (through automatic coverage or through payment of
basic premiums) and are paying any applicable premiums under this Plan.

3.       Enrollment. Upon approval as an Eligible Employee, enrollment in the
basic plan and payment of any applicable premium under this Plan, the Eligible
Employee and current dependents (provided they are also enrolled in the basic
plan) shall be covered under the Plan. The Executive Compensation
Administration (ECA) contact will forward a portfolio to the Eligible Employee
including the following:

-        Blank claim forms (5 to 10 copies)

-        Blue return envelopes (5 to 10)

-        Filing instructions

-        I. D. Cards with Eligible Employee's name imprinted (for use for
         Eligible Employee, spouse, and eligible dependents)


As a matter of convenience for the Eligible Employee, the ECA contact will
advise the appropriate payroll office regarding the enrollment and withholding
of basic coverage premiums for class II or sponsored dependents not already
enrolled in the basic plan. The premium paid for dependents is at the rate
specified for basic coverage only. There is no additional premium to be paid for
SHP coverage for the dependent. Withholding of dependent basic premiums for
retired Eligible Employees, where applicable, shall be handled in the same
manner as other withholding arrangements for retired executives.



                                       2

<PAGE>


Each month, the ECA contact will provide the SHP carrier and subsidiary benefit
administration groups with a list of Eligible Employees currently enrolled in
the Plan. The ECA contact will provide updated dependent information to the
carrier whenever new or revised Dependent Enrollment Forms are received from
Eligible Employees.



4.       Eligible Charges. Charges for medical care will be eligible under this
Plan if they are also eligible medical expenses as defined in the Internal
Revenue Code. In general, medical expenses are defined to include any amounts
paid for the diagnosis, cure, mitigation, treatment or prevention of disease or
for the purpose of affecting any structure or function of the body, and
transportation for and essential to medical care. Amounts paid for illegal
operations or treatments are not eligible medical expenses. In addition,
expenses incurred which are merely beneficial to the general health of an
individual are also not considered eligible medical expenses unless they are for
the primary purpose of curing a particular disease or ailment and prescribed by
a doctor.


Eligible Employees are encouraged to use basic plan cost management features,
including pre-certification, continued stay, second surgical opinion and
designation of Primary Care Physician. Use of these features is optional for
Eligible Employees.

5.       Annual Limits. The annual limits for charges which will be paid under
the Plan are specified in the Plan. Expenses incurred under provisions of basic
medical, dental and vision plans are not counted against the Plan's limits. The
Plan's limits apply to the following eligible charges:

         a)       Medical expenses not paid under a basic medical expense plan
                  (deductibles, co-pay amounts, excluded charges, etc., but not
                  premiums to enroll dependents in the basic plan); plus

         b)       Dental expenses not paid under basic dental plan
                  (deductibles, co-pay amounts, excluded charges etc., but not
                  premiums to enroll dependents in the basic plan); plus

         c)       All vision expenses not covered by basic vision plan, but not
                  premiums to enroll dependents in the basic plan


                                       3

<PAGE>

When an Eligible Employee or dependent or the Eligible Employee's family
exhausts annual coverage, the Eligible Employee will be notified by the
carrier.


6.       Claims Processing. Eligible Employees or their Providers (Doctors,
Hospitals, etc.) should submit all basic medical, dental and vision plan and
SHP claims to the SHP carrier (UnitedHealthcare). In no case should claims be
submitted for processing under the procedures of the basic medical, dental and
vision plans. UnitedHealthcare will coordinate processing for both basic and
SHP claims to reduce administrative efforts for Eligible Employees. Retired
Eligible Employees who are eligible for coverage under the Plan and who are
eligible for Medicare should file with Medicare first. See Medicare Section
below.


To submit a claim, Eligible Employees or their Providers should use a claim
form (see Attachment 1) and one of the blue envelopes provided in the
enrollment portfolio. Documentation of service provided should be attached to
the claim form. Additional forms and envelopes are available from the carrier.

The carrier will receive completed forms, verify participation and make payment
to the Eligible Employee or to the Provider as appropriate. The Explanation of
Benefits statement will be forwarded to the Eligible Employee when payments are
made.


Medical and Dental Claims. The carrier will allocate claim charges to either
basic medical or dental plan coverage, SHP coverage or non-covered charges. The
Eligible Employee or the Eligible Employee's Provider will be reimbursed for
all charges except those not eligible under either a basic medical or dental
plan or SHP. The carrier will use the separation of charges between plans to
produce reports and to track against annual limits.



Vision Claims. The carrier will allocate claim charges to either basic vision
plan coverage, SHP coverage or non-covered charges. The Eligible Employee or
the Eligible Employee's Provider will be reimbursed for all charges except
those not eligible under either a basic vision plan or SHP. The carrier will
use the separation of charges between plans to produce reports and to track
against annual limits. Eligible Employees should not submit vision claims to
carriers other than the SHP carrier.



Medicare. Any retired Eligible Employee eligible for coverage under the Plan or
his or her dependents any of whom are eligible for Medicare shall file claims
with Medicare first. Expenses not reimbursed by Medicare should then be filed
with UnitedHealthcare using the Supplemental Health Plan Claim Form.



                                       4

<PAGE>


Coordination by Administrators. The ECA contact will instruct claims
administrators for basic plans (vision, dental, medical) to forward all
Eligible Employee claims to the SHP carrier for processing.


Release of Information. If requested by a Provider, it will be necessary for
the Eligible Employee to sign a form to authorize the carrier to obtain
additional information from a Provider. In those cases, the carrier will
forward an information release form directly to the Eligible Employee.


7.       I. D. Cards. Each enrollment portfolio includes I.D. cards which
should be signed on the back by the Eligible Employee except for the Eligible
Employee's spouses card which should be signed by the spouse. The dependent's
name will be shown on the dependent's card.



Blank cards can be obtained from the carrier and imprinted locally by the ECA
Group.



Each card will contain a carrier telephone number dedicated to the SHP. This
number is also on the claim forms.



8.       Prescriptions. Participants in the SHP should use the Mail Service
Prescription Drug Program or purchase prescriptions from a pharmacy, as
appropriate. The Eligible Employee should attach his/her receipt for any amount
not covered by the basic Plan to a claim form, and forward to the carrier for
full reimbursement. Only prescription medicines are eligible for reimbursement.
Over-the-counter medicines (cold tablets, aspirin, etc.) and hygienic supplies
(contact lens solution, eye drops, etc.) are not covered under the plan.


9.       Billing. The carrier will issue insurance premium bills at the
beginning of each quarter to the following SBC entities:

-        SBC ECA Group (for corporate staff Eligible Employees)

-        Each subsidiary's Human Resources/Personal Administration Group (for
         subsidiary Eligible Employees).

Quarterly payments are due to the carrier by the end of the first month in the
quarter.

Bills will provide sufficient detail to show the following:


-        Amounts above that allocated to basic medical, dental and vision plans


-        SHP premiums



-        Other SHP charges/credits



                                       5

<PAGE>

-        SBC code

-        State code

-        Individual bills for each Eligible Employee as requested by the
         employing subsidiary

10.      Reports. The carrier will issue quarterly reports to the SBC ECA
contact. These will include claim-to-premium reconciliation data for use in
forecasting end-of-year true-ups and determining whether or not accruals will
be required.

11.      Accruals. If claim-to premium reconciliation data indicates claims are
significantly exceeding premiums during a quarter, accruals should be
considered during the year. At the end of the year, an accrual is generally
required unless a year-end true-up bill is not expected.

12.      Taxes. If receipt of coverage/benefits under this Plan results in
taxable income, an Eligible Employee's income will be grossed-up.


                                       6

<PAGE>

                                    EXHIBIT C

                 Cingular Wireless SBC Executive Transition Plan

CINGULAR WIRELESS SBC EXECUTIVE TRANSITION SUPPLEMENTAL RETIREMENT INCOME PLAN
(SRIP)

1.       Section 1. "Purpose" shall be restated as follows: "The purpose of the
         Cingular Wireless SBC Executive Transition Supplemental Retirement
         Income Plan is provide eligible employees with retirement benefits to
         supplement benefits payable pursuant to Cingular's qualified pension
         plan. The Cingular Wireless SBC Executive Transition Supplemental
         Retirement Income Plan is intended as a follow on and continuation of
         the SBC Supplemental Retirement Income Plan, as such Plan was in effect
         as of October 28, 2001. The terms of the SBC Supplemental Retirement
         Income Plan in effect on October 28, 2001, except as herein amended,
         are incorporated by reference and made a part of the Plan."

2.       Any reference to SBC shall be deemed to reference Cingular Wireless
         LLC. Any reference to the SBC Pension Benefit Plan - Nonbargained
         Program ("SBCPBP") shall be deemed to reference to the Cingular
         Wireless Pension Plan.

3.       The Plan shall be administered by the Senior Vice President - Human
         Resources of the Employer and any individual or committee he designates
         to act on his behalf with respect to any or all of his responsibilities
         hereunder. Pursuant to Section 6.5, the Senior Vice President - Human
         Resources shall be authorized to modify or terminate the plan at any
         time.

4.       Eligibility and Participation. Participation in the plan shall be
         limited to those former SBC executives who (a) previously participated
         in the SBC SRIP, (b) were contributed to Cingular Wireless as part of
         the formation of Cingular Wireless on or before December 31, 2001, and
         (c) are specifically identified on Appendix B, hereto. No other
         Cingular Wireless employees are eligible to participate in or receive
         benefits from the Cingular Wireless SRIP.

5.       Freeze of Benefit Accruals. Participants will continue to accrue
         benefits under the Cingular Wireless SRIP until the earlier of (i)
         December 31, 2006, (ii) the termination of their employment; and (iii)
         the termination of Cingular Wireless SRIP or other cessation of benefit
         accruals under Cingular Wireless SRIP.

6.       The term "Retirement Eligible" shall be restated as follows:
         "Retirement Eligible or Retirement Eligibility means that a Participant
         has attained age 55; provided, however, if the Participant is, or has
         been within the one year period immediately preceding the relevant
         date, an Officer with 30 or more Years of Service and has not attained
         age 55, he shall be deemed to be Retirement Eligible. Note: Any
         reference in any other Cingular Wireless plan to a person being
         eligible to retire with an immediate pension pursuant to the Cingular
         SRIP shall be interpreted as having the same meaning as the term
         Retirement Eligible."

7.       Section 7.5 is amended to insert Georgia in the place of Texas.
<PAGE>





CINGULAR WIRELESS SBC EXECUTIVE TRANSITION PENSION MAKE UP PLAN

1.  Section 1 shall be amended as follows: "The purpose of the Cingular Wireless
    SBC Executive Transition Pension Make Up Plan is to recognize, for pension
    computation purposes, certain compensation being excluded in the
    determination of retirement benefits under Cingular's qualified Cingular
    Wireless Pension Plan or other qualified pension plan(s) of any subsidiary
    of Cingular Wireless LLC. The Cingular Wireless SBC Executive Transition
    Pension Make Up Plan is intended as a follow on and continuation of the SBC
    Pension Make Up #1 Plan, as such Plan was in effect as of October 28, 2001.
    The terms of SBC Pension Make Up #1 Plan in effect on October 28, 2001,
    except as herein amended, are incorporated by reference and made a part of
    the Plan."
2.  Any reference to SBC shall be deemed to reference Cingular Wireless LLC. Any
    reference to the SBC Pension Benefit Plan -- Nonbargained Program ("SBCPBP")
    shall be deemed a reference to the Cingular Wireless Pension Plan. Any
    reference to the SBC Communications Inc. Supplemental Retirement Income Plan
    ("SRIP") shall be deemed to reference to the Cingular Wireless SBC Executive
    Transition Supplemental Retirement Income Plan. Any reference to the SBC
    STIP shall be a reference to the comparable Cingular Wireless plan. Any
    reference to the SBC TEAM award shall be a reference to the comparable
    Cingular Wireless plan.
3.  Eligibility and Participation. Participation in the plan shall be limited to
    those former SBC employees who (a) were contributed to Cingular Wireless as
    part of the formation of Cingular Wireless on or before December 31, 2001,
    (b) had an accrued benefit under the SBC Pension Make Up #1 Plan as of
    December 31, 2002, and (c) otherwise meet the eligibility requirements of
    Section 3 of the Plan. No other Cingular Wireless employees are eligible to
    participate in or receive benefits from the Cingular Wireless SBC Executive
    Transition Pension Make Up.
4.  Section 4 is amended to delete any reference to the SBC Mid Career Hire
    Plan. In addition, Section 4, Paragraph 8 is deleted in its entirety to
    eliminate installment payments when the lump sum payment option is elected
    in the Cingular Wireless Pension Plan.
5.  The Plan shall be administered by the Senior Vice President -- Human
    Resources of the Employer and any individual or committee he designates to
    act on his behalf with respect to any or all of his responsibilities
    hereunder. Pursuant to Section 13, the Senior Vice President -- Human
    Resources shall be authorized to modify or terminate the plan at any time.
6.  Freeze of Benefit Accruals. Participants will continue to accrue benefits
    under the Plan until the earlier of (i) December 31, 2006, (ii) the
    termination of their employment; and (iii) the termination of the Plan or
    other cessation of benefit accruals under the Plan.
7.  Section 12 is amended to insert Georgia in the place of Texas.

<PAGE>




CINGULAR WIRELESS SBC EXECUTIVE TRANSITION LIFE INSURANCE PLAN

1.       Section 1. "Purpose" shall be restated as follows: "The purpose of the
         Cingular Wireless SBC Executive Transition Life Insurance Plan is to
         allow for provision of additional survivor benefits for Eligible
         Employees. The Cingular Wireless SBC Executive Transition Life
         Insurance Plan is intended as a follow on and continuation of the SBC
         Supplemental Life Insurance Plan, as such Plan was in effect as of
         October 28, 2001. The terms of the SBC Life Insurance Plan in effect on
         October 28, 2001, except as herein amended, are incorporated by
         reference and made a part of the Plan."

2.       All references in the Plan to SBC or SBC Communications, Inc. shall be
         deemed to be a reference to Cingular Wireless LLC.

3.       Eligibility and Participation. Participation in the plan shall be
         limited to those former SBC executives who (a) were eligible to
         participate in the SBC Supplemental Life Insurance Plan, (b) were
         contributed to Cingular Wireless as part of the formation of Cingular
         Wireless on or before December 31, 2001, and (c) are specifically
         identified on Appendix B, hereto. No other Cingular Wireless employees
         are eligible to participate in or receive benefits from the Cingular
         Wireless SLIP.

4.       The Plan shall be administered by the Senior Vice President - Human
         Resources of the Employer and any individual or committee he designates
         to act on his behalf with respect to any or all of his responsibilities
         hereunder. Pursuant to Section 18, the Senior Vice President - Human
         Resources shall be authorized to modify or terminate the plan at any
         time.

5.       Coverage levels will be based on existing coverage levels and employee
         titles in effect at the employee's contribution to Cingular Wireless.
         Where coverages are based on a multiplier of eligible salary, coverages
         will automatically continue to increase.

6.       Section 4 - Alternate Death Benefit is amended as follows: delete last
         sentence of paragraph two and delete paragraph 3 in its entirety, to
         eliminate reference to benefits payable under the SBC Pension Benefit
         Plan - Nonbargained Program.

7.       Section 15 is amended to insert Georgia in the place of Texas.

8.       Any references to the Board of Directors of SBC Communications, Inc.
         shall be deemed to be a reference to the Board of Directors/Strategic
         Review Committee of Cingular Wireless Corporation.

<PAGE>




CINGULAR WIRELESS SBC EXECUTIVE TRANSITION SALARY AND INCENTIVE AWARD DEFERRAL
PLAN (SIAD)

1.  Article 1 -- "Statement of Purpose" shall be restated as follows: "The
    purpose of the Cingular Wireless SBC Executive Transition Salary and
    Incentive Award Deferral Plan is provide a select group of management
    employees consisting of eligible employees with a means of deferring the
    receipt of income. The Cingular Wireless SBC Executive Transition Salary
    and Incentive Award Deferral Plan is intended as a follow on and
    continuation of the SBC Salary and Incentive Award Deferral Plan, as such
    Plan was in effect as of October 28, 2001. The terms of the Salary and
    Incentive Award Deferral Plan in effect on October 28, 2001, except as
    herein amended, are incorporated by reference and made a part of the Plan."
2.  Any reference to SBC Communications Inc. shall be deemed to reference
    Cingular Wireless LLC. Any reference to SBC shall be deemed to reference
    Cingular Wireless. Any reference to the SBC Pension Benefit Plan --
    Nonbargained Program ("SBCPBP") shall be deemed to reference to the
    Cingular Wireless Pension Plan.
3.  Eligibility and Participation. Participation in the plan shall be limited
    to those former SBC executives who (a) previously participated in the SBC
    SIAD, (b) were contributed to Cingular Wireless as part of the formation of
    Cingular Wireless on or before December 31, 2001, and (c) are specifically
    identified on Appendix B, hereto. No other Cingular Wireless employees are
    eligible to participate in or receive benefits from the Cingular Wireless
    SIAD. With respect to Article 4 -- Contributions, no additional
    contributions will be allowed under the Cingular Wireless SBC Executive
    Transition Salary and Incentive Award Deferral Plan. Distributions pursuant
    to Article 5 will be based on contributions made prior to October 28, 2001
    plus accrued interest determined in accordance with Section 4.2(b).
4.  The reference to "Chairman" under Article 2 -- Definitions is deleted, as
    is any reference to Chairman throughout the plan.
5.  "Employer" means Cingular Wireless LLC and any subsidiary or affiliate of
    Cingular Wireless LLC that is authorized by Cingular Wireless to
    participate in the Plan.
6.  "Incentive Award" is amended to insert "the short term or long term award
    payable by Cingular" in place of the awards payable under specified SBC
    plans.
7.  The definition of "Termination Under EPR" within Article 2 -- Definitions
    is deleted in its entirety.
8.  The Plan shall be administered by the Senior Vice President -- Human
    Resources of the Employer and any individual or committee he designates to
    act on his behalf with respect to any or all of his responsibilities
    hereunder. Pursuant to Section 7.2, the Senior Vice President -- Human
    Resources shall be authorized to modify or terminate the plan at any time.
9.  Section 8.10 is amended to insert Georgia in the place of Texas.

<PAGE>
CINGULAR WIRELESS SBC EXECUTIVE TRANSITION LONG TERM DISABILITY PLAN

1.  Section 1.1 "Plan" shall be mean: The Cingular Wireless SBC Executive
    Transition Long Term Disability Plan. The purpose of this plan is to
    provide supplemental disability coverage to the group disability plan. The
    Cingular Wireless SBC Executive Transition Long Term Disability Plan is
    intended as a follow on and continuation of the SBC Senior Management Long
    Term Disability Plan, as such Plan was in effect as of October 28, 2001.
    The terms of the SBC Senior Management Long Term Disability Plan in effect
    on October 28, 2001, except as herein amended, are incorporated by
    reference and made a part of the Plan.
2.  Any reference to SBC Communications Inc. shall be deemed to reference
    Cingular Wireless LLC. Any reference to SBC shall be deemed to reference
    Cingular Wireless. Any reference to the SBC Pension Benefit Plan --
    Nonbargained Program ("SBCPBP") shall be deemed to reference to the
    Cingular Wireless Pension Plan.
3.  Section 1.2 Employer shall mean Cingular Wireless or any of its
    subsidiaries or affiliates, which participate in the Plan.
4.  Section 1.4 Disability Benefit Plan shall mean the Disability Program of
    the Cingular Wireless Health and Welfare Benefits Plan for Nonbargained
    Employees

<PAGE>






CINGULAR WIRELESS SBC EXECUTIVE TRANSITION LONG TERM DISABILITY PLAN

1.       Section 1.1 "Plan" shall be mean: The Cingular Wireless SBC Executive
         Transition Long Term Disability Plan. The purpose of this plan is to
         provide supplemental disability coverage to the group disability plan.
         The Cingular Wireless SBC Executive Transition Long Term Disability
         Plan is intended as a follow on and continuation of the SBC Senior
         Management Long Term Disability Plan, as such Plan was in effect as of
         October 28, 2001. The terms of the SBC Senior Management Long Term
         Disability Plan in effect on October 28, 2001, except as herein
         amended, are incorporated by reference and made a part of the Plan.

2.       Any reference to SBC Communications Inc. shall be deemed to reference
         Cingular Wireless LLC. Any reference to SBC shall be deemed to
         reference Cingular Wireless. Any reference to the SBC Pension Benefit
         Plan - Nonbargained Program ("SBCPBP") shall be deemed to reference to
         the Cingular Wireless Pension Plan.

3.       Section 1.2 Employer shall mean Cingular Wireless or any of its
         subsidiaries or affiliates, which participate in the Plan.

4.       Section 1.4 Disability Benefit Plan shall mean the Disability Program
         of the Cingular Wireless Health and Welfare Benefits Plan for
         Nonbargained Employees

5.       Section 1.5 Mid-Career Pension Plan shall be deleted in its entirety.
         Any reference to this plan shall be deleted.

6.       Section 1.6 Short Term Plan shall mean short term incentive awards
         granted under the comparable Cingular Wireless plan, if any.

7.       Section 1.7 Committee shall be amended to delete the last sentence in
         its entirety.

8.       Eligibility and Participation. Participation in the plan shall be
         limited to those former SBC executives who (a) previously participated
         in the SBC Senior Management Long Term Disability Plan, (b) were
         contributed to Cingular Wireless as part of the formation of Cingular
         Wireless on or before December 31, 2001, and (c) are specifically
         identified on Appendix B, hereto. No other Cingular Wireless employees
         are eligible to participate in or receive benefits from the Cingular
         Wireless SBC Executive Transition Long Term Disability Plan.

9.       Section 1.8(b) shall be deleted in its entirety. Any reference to this
         plan shall be deleted.

10.      Section 1.10 Annual Basic Pay shall be amended insert the Cingular
         Wireless Cash Deferral Plan in the place of the Senior Management
         Deferred compensation Plan and to replace the SBC Communications Inc.
         Long Term Incentive Plan with the comparable Cingular Wireless plan, if
         any.

11.      Section 2.1(a) shall be amended to insert "first twenty-six week
         period" in the place of "first fifty-two week period."

12.      Section 2.1(b) shall be amended to insert "first twenty-six week
         period" in the place of "first fifty-two week period."

13.      Section 2.4(b) The Board of Directors shall mean the Cingular Wireless
         Board of Directors.

14.      Section 4 Medical Expense Benefits shall be amended to insert the
         Medical Program of the Cingular Wireless Health and Welfare Benefits
         Plan for Nonbargained Employees and the Dental Program of the Cingular
         Wireless Health and Welfare



<PAGE>


         Benefits Plan for Nonbargained Employees in place of the SBC
         Communications Inc. Medical Expense Plan and Dental Expense Plan,
         respectively.

15.      The Plan shall be administered by the Senior Vice President - Human
         Resources of the Employer and any individual or committee he designates
         to act on his behalf with respect to any or all of his responsibilities
         hereunder. Pursuant to Section 6.3, the Senior Vice President - Human
         Resources shall be authorized to modify or terminate the plan at any
         time.

<PAGE>




CINGULAR WIRELESS SBC EXECUTIVE TRANSITION EXECUTIVE HEALTH PLAN
1.       Section 1 Purpose shall be amended as follows: "The purpose of the
         Cingular Wireless SBC Executive Transition Executive Health Plan is to
         provide eligible employees and their eligible dependents with
         supplemental medical, dental and vision benefits. The Cingular
         Wireless SBC Executive Transition Executive Health Plan is intended as
         a follow on and continuation of the SBC Executive Health Plan, as such
         Plan was in effect as of October 28, 2001. The terms of the SBC
         Executive Health Plan in effect on October 28, 2001, except as herein
         amended, are incorporated by reference and made a part of the Plan."
2.       Any reference to SBC shall be deemed to reference Cingular Wireless
         LLC. Any reference to the SBC Pension Benefit Plan - Nonbargained
         Program ("SBCPBP") shall be deemed a reference to the Cingular
         Wireless Pension Plan. Any reference to the SBC Communications Inc.
         Supplemental Retirement Income Plan ("SRIP") shall be deemed to
         reference to the Cingular Wireless SBC Executive Transition
         Supplemental Retirement Income Plan.
3.       Eligibility and Participation. Participation in the plan shall be
         limited to those former SBC executives who (a) previously participated
         in the SBC Executive Health Plan, (b) were contributed to Cingular
         Wireless as part of the formation of Cingular Wireless on or before
         December 31, 2001, and (c) are specifically identified on Appendix B,
         hereto. No other Cingular Wireless employees are eligible to
         participate in or receive benefits from the Cingular Wireless SBC
         Executive Transition Executive Health Plan.
4.       Chairman shall mean the Senior Vice President - Human Resources.
5.       Committee shall mean the Cingular Wireless Benefits Committee as
         designated by the Senior Vice President - Human Resources.
6.       Section 2 Termination Under EPR is deleted in its entirety.
7.       The Plan shall be administered by the Senior Vice President - Human
         Resources of the Employer and any individual or committee he
         designates to act on his behalf with respect to any or all of his
         responsibilities hereunder. Pursuant to Section 8, the Senior Vice
         President - Human Resources shall be authorized to modify or terminate
         the plan at any time.