ex10d.htm


    
      Exhibit 10-d

       

      

       

       

       

       

       

    

     

    SBC
Communications Inc.

    


    


    


    


    


    


    


    


    


    


    Senior
Management

    Deferred
Compensation Plan

    (8 Year
Units)

    


    


    


    


    Effective
For Units of Participation

    Having a
Unit Start Date Prior to

    January
1, 1988

    


    


    


    


    


    


    


    


    


    


    


    


    


    Effective:
January 1, 1984

    As
amended through April 1, 2002

     

    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Senior
Management

    Deferred
Compensation Plan

    


    
      	
              Section
      1

            	
              Statement of
      Purpose.  The purpose of the Senior Management Deferred
      Compensation Plan is to provide retirement, death, or
      termination-of-employment benefits to a select group of highly compensated
      or management employees consisting of Senior Managers of SBC
      Communications Inc. (the “Company”) and its Subsidiaries (“Participating
      Companies”).

            


    

    


    
      	
              Section
      2

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

            


    

    


    
      	
              1.

            	
              Administrative
      Committee.  “Administrative Committee” means a committee
      of three or more members, at least one of whom is a Senior Manager, who
      shall be designated by the Senior Vice President-Human Resources to
      administer the Plan pursuant to Section
3.

            


    

    


    
      	
              2.

            	
              Agreement.  “Agreement”
      means the written agreement entitled “Senior Management Deferred
      Compensation Plan Agreement” (substantially in the form attached to this
      Plan) that shall be entered into by the Employer and a Participant with
      respect to each Unit of Participation to carry out the Plan with respect
      to such Participant.

            


    

    


    
      	
              3.

            	
              Annualized Total Unit
      Deferral Amount.  The “Annualized Total Unit Deferral
      Amount” means the Total Unit Deferral Amount divided by eight
      years.

            


    

    


    
      	
              4.

            	
              Beneficiary.
      “Beneficiary” means the person or persons designated as such in accordance
      with Section 7.

            


    

    


    
      	
              5.

            	
              Board.  “Board”
      means the Board of Directors of SBC Communications
  Inc.

            


    

    


    
      	
              6.

            	
              Compensation.  “Compensation”
      means the Participant's monthly base salary as of the Participant's Unit
      Start Date, but before reduction for compensation deferred pursuant to
      this Plan or any Plan of the Employer whereby compensation is deferred
      including but not limited to a plan whereby compensation is deferred in
      accordance with Section 401(k) of the Internal Revenue
    Code.

            


    

    


    
      	
              7.

            	
              Deferral Amounts For
      All Units of Participation. “Deferral Amounts for all Units of
      Participation” means the aggregate amount of Compensation deferred in a
      given calendar year with respect to all Units of Participation as
      specified in Exhibit A of a Participant's
  Agreements.

            


    

    


    
      	
              8.

            	
              Deferred Compensation
      Account.  “Deferred Compensation Account” means the
      account maintained on the books of account of the Employer for each
      Participant pursuant to Section
5.1.

            


    

    
      	
               
      

            	 


    

    
      	
              9.

            	
              Disability.
      “Disability” means a disability as defined in the SBC Communications Inc.
      Sickness and Accident Disability Benefit Plan and the SBC Communications
      Inc. Senior Management Long Term Disability Plan covering the
      Participant.

            


    

    


    
      	
               
      

            	
              10.

            	
              Early
      Retirement.  “Early Retirement” means the termination of
      a Participant’s employment with Employer for reasons other than death on
      or after Participant attains age
55.

            


    

    


    
      	
               
      

            	
              11.

            	
              Election
      Form.  The Election Form” means an Eligible Employee's
      written election to participate in the Plan with respect to each Unit of
      Participation in accordance with Section
4.

            


    

    


    
      	
               
      

            	
              12.

            	
              Eligible
      Employee.  “Eligible Employee” means an Employee of the
      Employer who (a) is in active service, (b) has an employment status which
      has been approved by the Board or its Chairman to be eligible to
      participate in this Plan, and (c) who continuously maintains the
      employment status upon which such approval was
  based.

            


    

    


    
      	
               
      

            	
              13.

            	
              Employee.
      “Employee” means any person employed by the Employer on a regular
      full-time salaried basis.

            


    

    


    
      	
               
      

            	
              14.

            	
              Employer.  “Employer”
      means SBC Communications Inc. and any of its
  Subsidiaries.

            


    

    


    
      	
               
      

            	
              15.

            	
              Normal
      Retirement.  “Normal Retirement” means termination of a
      Participant’s employment with Employer for reasons other than death on or
      after the date Participant attains age
65.

            


    

    


    
      	
               
      

            	
              16.

            	
              Participant.  “Participant”
      means an Eligible Employee who has entered into an Agreement to
      participate in the Plan in accordance with the provisions of Section
      4.

            


    

    


    
      	
               
      

            	
              17.

            	
              Plan
      Year.  “Plan Year” means the calendar
    year.

            


    

    


    
      	
               
      

            	
              18.

            	
              Rotational Work
      Assignment Company (“RWAC”)” shall mean Bell Communications
      Research, Inc. (“Bellcore”), formerly the Central Services Organization,
      Inc., and/or any other entity with which SBC Communications Inc. or any of
      its Subsidiaries may enter into an agreement to provide an employee for a
      rotational work assignment.

            


    

     

    
      	
              19.  

            	
              SBC Communications
      Inc. Savings Plan for Salaried. Employees.  “SBC
      Communications Inc. Savings Plan for Salaried Employees” means the SBC
      Communications Inc. Savings Plan for Salaried Employees and any successor
      plan adopted by the Employer.

            


    

    


    
      	
               
      

            	
              20.

            	
              Subsidiary.  A
      “Subsidiary” of the Company is any corporation, partnership, venture or
      other entity in which the Company has, either directly or indirectly, at
      least a 10% ownership interest.

            


    

    


    
      	
               
      

            	
              21.

            	
              Total Unit Deferral
      Amount.  “Total Unit Deferral Amount” means the sum of
      all amounts of Compensation deferred during the Unit Deferral Period with
      respect to a Unit of Participation, as shown in Exhibit A of Participant's
      Agreement for that Unit of
Participation.

            


    

    


    
      	
               
      

            	
              22.

            	
              Unit Deferral
      Period.  “Unit Deferral Period” means the number of
      months the Participant elects to reduce his Compensation with respect to a
      Unit of Participation, as shown in Exhibit A of Participant's Agreement
      for that Unit of Participation.

            


    

    


    
      	
               
      

            	
              23.

            	
              Unit of
      Participation.  A “Unit of Participation” consists of a
      stated Total Unit Deferral Amount and associated Employer contributions
      which provide stated benefits in accordance with the Participant's
      Agreement for that Unit of
Participation.

            


    

    


    
      	
              24.  

            	
              Unit Start
      Date.  “Unit Start Date” means the date shown in
      Exhibit A of a Participant's Agreement for a given Unit of
      Participation which follows an Eligible Employee's election to commence a
      Unit of Participation under the Plan.  For years subsequent to
      the first year as an Eligible Employee, the Unit Start Date will be
      January 1, unless the Administrative Committee, in its sole discretion
      deems that another date is allowable.  A Unit of Participation
      may not commence if the employee cannot complete eight (8) years of
      participation prior to age 65, unless otherwise permitted by the
      Administrative Committee.

            


    

    


    
      	
              Section
      3

            	
              Administration of the
      Plan.

            


    

    


    
      	
               
      

            	
              3.1

            	
              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
      shall be final and binding unless the Board of Directors should determine
      otherwise.

            


    


    
      	
              Section
      4

            	
              Participation.

            


    

    


    
      	
              4.1  

            	
              Election to Commence a
      Unit Of Participation.  Any Eligible Employee may elect
      to commence deferral of Compensation with respect to a Unit of
      Participation in the Plan by filing a completed Election Form with the
      Administrative Committee prior to the beginning of the Unit Start Date.
      Pursuant to said Election Form, the Eligible Employee shall elect a Total
      Unit Deferral Amount and a Unit Deferral Period to be specified in Exhibit
      A of Participant's Agreement with respect to such
  Unit.

            


    

    


    The
Deferral Amount For All Units of Participation cannot exceed one hundred percent
(100%) of Compensation during any calendar year.  In order to
participate in the Plan, a Participant must defer a minimum of six percent (6%)
of his Compensation at the time of commencement of his first Unit of
Participation in the Plan.  Subsequent additional Units of
Participation require a minimum annual Participant deferral of $1,000. The sum
of the Participant's contributions, if any, to the Southwestern Bell Savings
Plan for Salaried Employees plus the Annualized Total Unit Deferral Amounts for
all Units of Participation in a given year may not exceed thirty percent (30%)
of a Participant's Compensation for that year.

    


    
      	
               
      

            	
              4.2

            	
              Termination Of
      Election.  A Participant's election to defer Compensation
      is irrevocable upon the filing of his Election Form with the
      Administrative Committee, provided, however, that the election may be
      terminated with respect to Compensation not yet paid by mutual agreement
      in writing between the Participant and the Administrative Committee. Such
      termination if approved shall be effective beginning the first day of the
      month following the execution of such mutual
  agreement.

            


    

    


    
      	
              Section
      5

            	
              Deferred
      Compensation.

            


    

    


    
      	
               
      

            	
              5.1

            	
              Deferred Compensation
      Account.  The Administrative Committee shall establish
      and maintain a separate Deferred Compensation Account for each Participant
      for each Unit of Participation. Each of a Participant's Deferred
      Compensation Accounts will be credited from time to time with interest on
      the balance compounded at an eight percent (8%) annual
    rate.

            


    

    


    
      	
               
      

            	
              5.2

            	
              Total Unit Deferral
      Amount.  The Participant's Total Unit Deferral Amount is
      deferred in equal amounts on a monthly basis over the Unit Deferral Period
      or as otherwise may be permitted by the Administrative Committee. The
      amount deferred each month with respect to a given Unit of Participation
      shall be credited by the Employer to the Participant's Deferred
      Compensation Account for that Unit of Participation on the last day of
      such month.

            


    

    


    The
Participant will be permitted to complete deferrals of the Total Unit Deferral
Amount on an accelerated basis over a shorter period than the original Unit
Deferral Period at such times and in such manner as may be permitted by the
Administrative Committee. In this connection the Administrative Committee may
permit a Participant to defer an additional amount or percent of his
Compensation and/or all or a portion of his Short Term Incentive Award, subject
to the limitations contained in Section 4.1.  Any acceleration in
deferrals by a Participant with respect to a given Unit of Participation shall
not increase the Total Unit Deferral Amount and shall not cause any change in
the amounts of the benefits payable pursuant to Section 6 on account of such
Unit of Participation or any change in the maximum Employer Contribution
pursuant to Section 5.3 for the year, but shall be applied proportionally as a
credit against the Total Unit Deferral Amount and Equivalent Employer
Contribution Shortfall and shorten the length of the Unit Deferral Period for
such Unit of Participation.  In no event shall any such increase in
deferrals by a Participant result in any reduction in the amounts by which the
Participant's Compensation is reduced in subsequent years pursuant to Exhibit A
to the Participant's Agreement with respect to such Unit of Participation prior
to completion of deferral of the Total Unit Deferral Amount for such Unit of
Participation.  Equivalent Employer Contribution Shortfall shall mean
an amount equal to the Employer Contribution that would be associated with the
accelerated deferral if said deferral amount was deferred in the manner as
originally agreed upon as timely.  Amounts credited against Equivalent
Employer Contribution Shortfall shall be immediately vested.

    


    
      	
               
      

            	
              5.3

            	
              Employer
      Contribution.  Participation in this Plan does not
      preclude participation in the SBC Communications Inc. Savings Plan for
      Salaried Employees.  For a given year, the aggregate Employer
      contribution to both the Savings Plan for Salaried Employees and this Plan
      on behalf of a Participant will be an amount equal to the Company Match
      Rate Expressed as a Percent* as in effect during all or portions of that
      year times the Participant's Compensation as in effect during all or
      portions of that year which is contributed or deferred during that year in
      accordance with each Plan, respectively.  Any amount of Employer
      contribution not allocated to the Savings Plan for Salaried Employees will
      be credited to the Participant's Deferred Compensation
      Accounts.  The amount or percent of a Participant's Compensation
      to be allocated to Basic Allotments in the Savings Plan for Salaried
      Employees shall be specified in Paragraph 3 of his
    Agreement.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Vesting of Deferred
      Compensation Account.  A Participant's interest in his
      Deferred Compensation Account shall vest at the same rate and in the same
      manner as it would under the SBC Communications Inc. Savings Plan for
      Salaried Employees, as in effect from time to time, had both the amount of
      the Participant's Deferral Amount and the Employer contribution with
      respect to that Participant's Deferral Amount for any given Unit of
      Participation been contributed instead to the Savings Plan for Salaried
      Employees.  For this purpose all years of previous participation
      under the Savings Plan for Salaried Employees, for purposes of determining
      a Participant's vested interest under that Plan, shall be taken into
      account in determining the Participant's vested interest under this
      Plan.

            


    

    


    *         The
Company Match Rate Expressed as a Percent means the maximum percent of salary
that can be received as Employer matching contribution under the SBC
Communications Inc. Savings Plan for Salaried Employees, e.g., a match of 66
2/3% of the amount of basic allotment (up to 6%) of salary results in a Company
Match Rate Expressed as a Percent of .667 x 6% = 4%.

    


    
      	
              Section
      6

            	
              Benefits.

            


    

    


    
      	
               
      

            	
              6.1

            	
              Normal
      Retirement.  Upon Normal Retirement, Employer shall pay
      to Participant the amount per month specified in Paragraph 6 of his
      Agreement for a period of one hundred eighty (180) months (“Standard
      Retirement Benefit”).  Alternatively, a Participant may elect to
      receive the present value equivalent of his Standard Retirement Benefit
      (“Alternative Retirement Benefit”). He may elect in his Agreement to
      receive this Alternative Retirement Benefit as (i) a lump sum payment,
      (ii) sixty (60) monthly installments, or (iii) one hundred twenty (120)
      monthly installments.  Any such election once made shall be
      irrevocable.

            


    

    


    Notwithstanding
the foregoing, a Participant may elect in his Agreement to defer the time by
which he is required to elect the manner of payment of any Alternative
Retirement Benefit until no later than the last day of the calendar year
preceding the calendar year in which Normal Retirement takes
place.  Any such deferred election must be made in writing to the
Administrative Committee.  If a Participant's Agreement fails to show
an election of a manner of payment of an Alternative Retirement Benefit, or if
the Participant, having chosen to defer his election, fails to make a timely
election, such Participant will receive the Standard Retirement Benefit upon his
Normal Retirement.

    


    In the
event that a final determination shall be made by the Internal Revenue Service
or any court of competent jurisdiction that by reason of Normal Retirement a
Participant has recognized gross income for Federal Income tax purposes in
excess of the Standard or Alternative Retirement Benefit actually paid by the
Employer to which such gross income is attributable, the Employer shall deem the
Participant to have elected a lump sum payment of his Alternative Retirement
Benefit effective as of his Normal Retirement.  Under these
circumstances, the Employer shall pay to the Participant in one lump sum, within
sixty (60) days of such final determination, an amount equal to the excess of
(a) the lump sum Alternative Retirement Benefit that would have been payable to
the Participant had the Participant so elected such an Alternative Retirement
Benefit in his Agreement plus interest thereon of 10% per annum, compounded
annually, from a Participant's Normal Retirement until receipt of such lump sum
payment, less (b) any amounts of Standard or Alternative Retirement Benefit
theretofore paid to such Participant plus interest thereon at 10% per annum,
compounded annually from the date of receipt of each such amount to the date a
Participant received such lump sum payment.  If a benefit is payable
to a Participant pursuant to this paragraph, no other Standard or Alternative
Retirement Benefit shall be payable under the Plan.

    


    If a
Participant who is entitled to either a Standard or Alternative Retirement
Benefit dies after his Normal Retirement, his Beneficiary shall be entitled to
receive the remaining installments, if any, of such Standard or Alternative
Retirement Benefit.

    


    
      	
               
      

            	
              6.2

            	
              Early
      Retirement.  Upon Early Retirement after deferral of a
      Participant's Total Unit Deferral Amount, Employer shall pay to
      Participant commencing on the date he attains age sixty-five (65) the
      Standard or Alternative Retirement Benefit as specified in Paragraphs 6
      and 7 of his Agreement.

            


    

    


    A
Participant may elect in his Agreements to commence payment, following his Early
Retirement and completion of deferral of his Total Unit Deferral Amount, of any
Standard or Alternative Retirement Benefit at a date prior to the Participant's
attainment of age sixty-five (65), but no earlier than eight years following the
Unit Start Date.  However, in such event, the amount of the Standard
Retirement Benefit shall be reduced by the result of multiplying (i) fifty
one-hundredths of one percent (0.50%) of such Early Retirement Benefit by (ii)
the number of whole and fractional months between the Participant's age on the
date of commencement of benefits and the date on which the Participant will
attain age sixty-five (65).  The amount of any Alternative Retirement
Benefit payable pursuant to this paragraph shall be the actuarial equivalent of
the Standard Retirement Benefit payable pursuant to this
paragraph.  Any such election in any Agreement once made shall be
irrevocable.

    


    Notwithstanding
the foregoing, a Participant may elect in his Agreement to defer the time by
which he is required to elect commencement of payment of Standard Retirement
Benefit or Alternative Retirement Benefit until no later than the last day of
the calendar year preceding the calendar year in which the Participant's Early
Retirement takes place.  Any such deferred election must be made in
writing to the Administrative Committee.  If a Participant's
Agreements fail to show an election as to timing of commencement of payment of a
Standard or Alternative Early Retirement Benefit, or if the Participant, having
chosen to defer his election, fails to make a timely election, such
Participant's Standard or Alternative Retirement Benefit, if any, shall commence
as of the date he reaches age sixty-five (65) in accordance with the first
paragraph of this Section 6.2.

    


    In the
event that a final determination shall be made by the Internal Revenue Service
or any court of competent jurisdiction that by reason of Early Retirement a
Participant has recognized gross income for Federal income tax purposes prior to
the actual payment to such Participant of the Standard or Alternative Retirement
Benefit to which such gross income is attributable, the Employer shall deem the
Participant to have elected a Standard or Alternative Retirement Benefit
commencing on the date as of which such Participant is determined to have
recognized his first payment of Standard or Alternative Retirement
Benefit.  Under these circumstances, the Employer shall pay to the
Participant in one lump sum within sixty (60) days following such final
determination an amount equal to the sum of (a) the excess of (i) the aggregate
of the payments that would have been made to the Participant through such date
had the Participant so elected such a Standard or Alternative Retirement Benefit
over (ii) any amounts of Standard or Alternative Retirement Benefits theretofore
paid to such Participant and (b) 10% per annum interest, compounded annually, on
such payments from the date each would otherwise have been made had such
Standard or Alternative Retirement Benefit been elected until the date of actual
payment. Thereafter, the Employer shall pay to the Participant the remaining
installments of Standard or Alternative Retirement Benefit in accordance with
the deemed Standard or Alternative Retirement Benefit election described in the
preceding two sentences.  If a benefit is payable to a Participant
pursuant to this paragraph, no other Standard or Alternative Retirement Benefit
shall be payable under the Plan.

    


    If a
Participant dies subsequent to commencement of payment of a Standard or
Alternative Retirement Benefit, his Beneficiary shall be entitled to receive the
remaining installments of Standard or Alternative Retirement Benefit, if
any.

    


    If a
Participant dies after his Early Retirement or eligibility for Early Retirement
and after his eligibility to commence payments of his Standard or Alternative
Retirement Benefit, his Beneficiaries will receive his Standard or Alternative
Retirement Benefit as if payments had commenced on the date of the Participant's
death.

    


    If a
Participant dies after his Early Retirement or eligibility for Early Retirement
but prior to is eligibility to commence payments of his Standard or Alternative
Retirement Benefit, his Beneficiaries will receive a Pre-Retirement Survivor
Benefit in accordance with Section 6.4.

    


    
      	
               
      

            	
              6.3

            	
              Termination
      Benefit.

            


    

    


    
      	
               
      

            	
              a.

            	
              Termination
      of Employment Before Attaining Age 55 or After Attaining Age 55 but Prior
      To Completion of Deferral of Total Unit Deferral Amount.  Upon
      any termination of employment of the Participant for reasons other than
      death before the Participant attains age fifty-five (55), or after the
      Participant attains age fifty-five (55) but before the Participant
      completes deferral of his Total Unit Deferral Amount, the Company shall
      pay to the Participant, with respect to each Unit of Participation if
      Participant terminates employment before attaining age fifty-five (55), or
      with respect to each Unit of Participation for which deferrals have not
      been completed if Participant terminates employment after attaining age
      fifty-five (55) but before completing deferral of his Total Unit Deferral
      Amount, as Compensation earned for services rendered prior to his
      termination of service, a lump sum equal to the vested portion of the
      amounts standing credited to his Deferred Compensation Account as of the
      date of such termination of service (“Termination
    Benefit”).

            


    

    


    
      	
               
      

            	
              b.

            	
              Termination of a Unit
      of Participation.  A Participant may discontinue a Unit
      of Participation while continuing in the service of the Employer.
      Notwithstanding any other provision of the Plan, upon such discontinuance,
      the Participant shall immediately cease to be eligible for any benefits
      other than his Termination Benefit with respect to that Unit of
      Participation.  No other benefit shall be payable with regard to
      his Unit of Participation to either the Participant or any Beneficiary of
      such Participant.  The Participant shall continue to be credited
      with interest on the amounts standing credited to his Deferred
      Compensation Accounts as provided under Section 5.1 and to vest in such
      amounts as provided under Section 5.4 while he remains in employment with
      the Employer until payment of his Termination Benefit.  However,
      no further Participant deferrals or Employer contributions shall be made
      pursuant to Sections 5.2 or 5.3 with respect to a Unit of Participation
      after a Participant discontinues or terminates such Unit of
      Participation.

            


    

    


    A
Participation shall terminate a Unit of Participation if he terminates his
election to defer Compensation with the approval of the Administrative Committee
pursuant to Section 4.2.

    


    
      	
               
      

            	
              6.4

            	
              Pre-Retirement
      Survivor Benefit.  If the Participant dies prior to his
      eligibility for Early Retirement while in service with the Employer, the
      Employer shall pay to the Participant’s Beneficiary the amount per month
      specified in paragraph 5 of his Agreement for the greater of one hundred
      twenty (120 months or the number of months from the date of Participant’s
      death until he would have been age 65 (“Pre-Retirement Survivor
      Benefit”).

            


    

    


    
      	
               
      

            	
              6.5

            	
              Additional
      Benefit.  The reduction of any benefit payable under the
      SBC Communications Inc. Management Pension Plan, which results from
      participation in this Plan, will be restored as an additional benefit
      under this Plan or any other comparable deferral plan. The Company shall
      have the option to pay in a lump sum the present value equivalent of the
      pension retirement benefit (life
annuity).

            


    

    


    
      	
               
      

            	
              6.6

            	
              Survivor Spouse
      Benefit.  If a Participant dies subsequent to eligibility
      to commence payment of a Standard or Alternative Retirement Benefit, and
      has a surviving spouse, the Employer shall pay to the spouse commencing on
      the later of (a) the sixteenth (16th) year after commencement of payment
      of any Standard or Alternative Retirement Benefit or (b) the first of the
      month following the Participant's death, an amount per month for the life
      of the spouse equal to sixty-six and two-thirds percent (66-2/3%) of the
      Standard Retirement Benefit.  If the spouse is more than three
      (3) years younger or older than the Participant on the date of
      Participant's death, the amount of such benefit shall be actuarially
      adjusted based on standard mortality
tables.

            


    

    


    
      	
               
      

            	
              6.7

            	
              Disability.  In
      the event that a Participant suffers a Disability, amounts that otherwise
      would have been credited to the Deferred Compensation Accounts of the
      Participant in accordance with Sections 5.2 and 5.3 will continue to be
      credited to such Deferred Compensation Accounts at the same times and in
      the same amounts as they would have been credited if the Participant had
      not suffered a Disability.  During such Disability, deferrals
      shall continue to be made by the Participant in accordance with Section
      5.2 for as long as he is eligible to receive monthly disability benefits
      equal to 100 percent of his monthly base salary at the time of his
      Disability.  If the Participant is no longer eligible to receive
      monthly disability benefits equal to 100 percent of his monthly base
      salary at the time of his Disability, the deferrals which would otherwise
      have been made by the Participant in accordance with Section 5.2 shall be
      contributed by the Employer.  Employer contributions shall
      continue to be made by the Employer in accordance with Section
      5.3.

            


    

    


    If the
Participant recovers from his Disability and returns to employment with the
Employer in an employment status which would make him eligible to participate in
this Plan or another similar Deferred Compensation Plan of the Employer, the
Participant shall resume making deferrals in accordance with Section 5.2 and
shall thereafter repay any amounts which were previously contributed by the
Employer in lieu of deferrals which would otherwise have been made by the
Participant in accordance with Section 5.2.  Such repayment shall be
made following the end of the Unit Deferral Period in monthly amounts equal to
the Amount Deferred per Month during the Unit Deferral Period as shown on
Exhibit A, or such larger amounts as the Participant may elect.  The
amounts to be repaid by the Participant shall be equal to the amounts
contributed by the Employer which would otherwise have been deferred by the
Employee pursuant to Section 5.2, compounded at an eleven percent (11%) annual
rate on all such amounts from the date of crediting such amounts to the
Participant's Deferred Compensation Account until repaid.

    


    All
Participant deferrals and Employer contributions shall cease upon the happening
of the earliest of the following:

    


    
      	
               
      

            	
              (a)

            	
              the
      Participant's death;

            


    

    
      	
               
      

            	
              (b)

            	
              the
      Participant's attainment of age 65;
or

            


    

    
      	
               
      

            	
              (c)

            	
              the
      Participant's election to take Early Retirement under the
      Plan.

            


    

    


    If a
Participant's Disability terminates by reason of his death, the rights of his
Beneficiary shall be those pursuant to whichever of Section 6.1, 6.2, 6.4, 6.5,
or 6.6 would have been applicable if the Participant had not been disabled but
rather had been in service on the date of his death and either died or retired
on such date, whichever would be most advantageous to such
Beneficiary.  If a Participant's Disability terminates by reason of
(b) above, the Participant shall be treated as having a Normal Retirement upon
the attainment of age 65 and shall be entitled to a Normal Retirement Benefit
determined pursuant to Section 6.1, subject to reduction as provided below in
the following paragraph.  If a Participant's Disability terminates by
reason of (c) above, the Participant shall be treated as having an Early
Retirement on the date elected by the Participant and shall be entitled to an
Early Retirement Benefit determined pursuant to Section 6.2, subject to
reduction as provided below in the following paragraph.

    


    A
reduction shall be made in the Normal Retirement or Early Retirement Benefit
paid to the Participant or his Beneficiary, with respect to any Unit of
Participation for which a portion of the Total Unit Deferral Amount required
under Section 5.2 has been contributed by the Employer rather than from
deferrals by the Employee, unless such amount has been repaid by the Employee as
described in the second paragraph of this Section 6.7.  Each payment
of the Normal or Early Retirement Benefit shall be reduced by the amount
necessary to amortize over such payments an amount equal to the sum of (i) the
amounts contributed by the Employer which would otherwise have been deferred by
the Employee pursuant to Section 5.2 plus (ii) the amounts contributed by the
Employer pursuant to Section 5.3 which are matching contributions based on
amounts described in (i) above, compounded at an eleven percent (11%) annual
rate on all such amounts from the date of crediting such amounts to the
Participant's Deferred Compensation Account until deducted from amounts paid to
the Participant.

    


    
      	
              6.8  

            	
              Emergency
      Benefit.  In the event that the Administrative Committee,
      upon written petition of the Participant, determines in its sole
      discretion, that the Participant has suffered an unforeseeable financial
      emergency, the Employer shall pay to the Participant, as soon as
      practicable following such determination, an amount necessary to meet the
      emergency not in excess of the Termination Benefit to which the
      Participant would have been entitled pursuant to Section 6.3 if he had a
      termination of service on the date of such determination (the “Emergency
      Benefit”).  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. The
amount of the benefit otherwise payable under Sections 6.1, 6.2, 6.3, 6.4, 6.5,
6.6 or 6.7 shall thereafter be actuarially adjusted to reflect the early payment
of the Emergency Benefit.

    


    
      	
               
      

            	
              6.9

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

            


    

    


    
      	
               
      

            	
              6.10

            	
              Commencement of
      Payments.  Except as otherwise provided in this Plan,
      commencement of payments under this Plan shall begin sixty (60) days
      following the event which entitles a Participant (or a Beneficiary) to
      payments under the Plan, or at such earlier date as may be determined by
      the Administrative Committee.

            


    

    


    
      	
               
      

            	
              6.11

            	
              Change in
      Status.  In the event of a change in the employment
      status of a Participant to a status in which he is no longer an eligible
      employee under this Plan, but is an eligible employee under the Management
      Deferred Compensation Plan or another similar deferred compensation plan
      of the Employer, the Participant and all of his Units of Participation
      under this Plan shall automatically be transferred to such other deferred
      compensation plan for which he is then an eligible employee, unless
      otherwise determined by the Administrative Committee.  In the
      event of any such transfer, the provisions of the other deferred
      compensation plan to which the Participant transfers shall thereafter
      determine the rights and benefits of the Participant with respect to all
      of his Units of Participation, unless otherwise determined by the
      Administrative Committee. The Employer may, but shall not be required to,
      enter into revised Agreements with the Participant to carry out the
      provisions of this Section.

            


    

    


    
      	
               
      

            	
              6.12

            	
              Transfer to
      RWAC.  Effective August 1, 1990, if a Participant
      transfers to a RWAC prior to completion of a Unit of Participation,
      deferrals which would otherwise have been made by the Participant in
      accordance with Section 5.2 shall continue to be made by the Employer
      until the Participant resumes employment with the Employer but for a
      maximum period not to exceed 5 years.  Contributions which would
      have been made by the Employer in accordance with Section 5.3 shall also
      continue to be made by the Employer during such period as Participant
      contributions are continued in accordance with the preceding
      sentence.  Benefits applicable during the period of employment
      at a RWAC (not to exceed 5 years) and the methods used for crediting the
      Deferred Compensation Account and repaying amounts contributed by the
      Employer and reducing the Normal Retirement or Early Retirement Benefit
      paid to the Participant or his Beneficiary shall be the same as those
      applicable pursuant to Section 6.7 in the case of Disability, i.e.,
      employment at a RWAC shall be deemed a Disability for the purpose of
      making determinations pursuant to Section 6.7.  If the
      Participant has not resumed employment with the Employer or has not
      completed a Unit of Participation as result of Employer Contributions
      within 5 years from date of transfer, a Termination Benefit based on the
      amounts credited to the Participant's Deferred Compensation Account at the
      date of transfer shall be paid upon termination of employment with a RWAC
      or the expiration of such 5 year period whichever is
    earlier.

            


    

    


    
      	
               
      

            	
              6.13

            	
              Leave of
      Absence.  Effective January 1, 1985, if a Participant
      absents himself from employment on a formally granted leave of absence
      (i.e., the absence is with formal permission in order to prevent a break
      in the continuity of the Employee's term of employment which permission is
      granted in conformity with the rules of the Employer which employs the
      individual, as adopted from time to time) prior to completion of a Unit of
      Participation, deferrals which would otherwise have been made by the
      Participant in accordance with Section 5.2 shall continue to be made by
      the Employer until the Participant resumes employment with the Employer
      but for a maximum period not to exceed 6 months.  Contributions
      which would have been made by the Employer in accordance with
      Section 5.3 shall also continue to be made by the Employer during
      such period as Participant contributions are continued in accordance with
      the preceding sentence.

            


    

    



    Benefits
applicable during the leave of absence (not to exceed 6 months) and the methods
used for crediting the Deferred Compensation Account and repaying amounts
contributed by the Employer and reducing the Normal Retirement or Early
Retirement Benefit paid to the Participant or his Beneficiary shall be the same
as those applicable pursuant to Section 6.7 in the case of Disability, i.e., the
leave of absence shall be deemed a Disability for the purpose of making
determination pursuant to Section 6.7, except in the case of a political leave
(i.e., to campaign for or serve when elected to political office, to serve if
appointed to public office or for non-candidate employees to participate in
campaigns of candidates for political office) the only benefit payable if the
Participant dies during such leave shall be a Termination Benefit based on the
amounts credited to the Participant's Deferred Compensation Account on the date
of commencement of the leave which shall be payable to the Participant's
Beneficiary.  If the Participant has not resumed employment with the
Employer within 6 months from the commencement of the leave of absence, a
Termination Benefit based on the amounts credited to the Participant's Deferred
Compensation Account at the commencement of the leave of absence shall be paid
to the Participant.

    


    Section
6.7 of this Plan and not this Section 6.13 shall apply with respect to any
period during which a Participant is suffering a Disability and such period of
Disability shall not be included under this Section 6.13 as a portion of a
period of leave of absence.

    


    
      	
               
      

            	
              6.14

            	
              Ineligible
      Participant.  Notwithstanding any other provisions of
      this Plan to the contrary, if any Participant is determined not to be a
      “management or highly compensated employee” within the meaning of the
      Employee Retirement Income Security act of 1974, as amended (ERISA) or
      Regulations thereunder, such Participant will not be eligible to
      participate in this Plan and shall receive an immediate lump sum payment
      equal to the vested portion of the amounts standing credited to his
      Deferred Compensation Accounts with interest on the balance compounded at
      an eight percent (8%) annual rate. Upon such payment no survivor benefit
      or other benefit shall thereafter by payable under this Plan either to the
      Participant or any Beneficiary of the Participant, except as provided
      under Section 6.5.

            


    

    


    
      	
              Section
      7

            	
              Beneficiary
      Designation.  Each Participant shall have the right, at
      any time, to designate any person or persons as his Beneficiary or
      Beneficiaries (both primary as well as contingent) to whom payment under
      this Plan shall be made in the event of his death prior to complete
      distribution to Participant of the benefits due him under the
      Plan.  Each Beneficiary designation shall become effective only
      when filed in writing with
      the Administrative Committee during the Participant's lifetime on a form
      prescribed by the Administrative Committee with written acknowledgment of
      receipt.

            


    

    


    The
filing of a new Beneficiary designation form will cancel all Beneficiary
designations previously filed. The spouse of a married Participant domiciled in
a community property jurisdiction shall join in any designation of Beneficiary
or Beneficiaries other than the spouse.

    


    If a
Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Administrative Committee
shall direct the distribution of such benefits to the Participant's
estate.

    


    
      	
              Section
      8

            	
              Termination,
      Amendment.

            


    

    


    
      	
               
      

            	
              8.1

            	
              Employer’s Right to
      Terminate Plan.  The Board may at any time terminate the
      Plan. Termination of the Plan shall mean that (1) Base Salary shall
      prospectively cease to be deferred with respect to all Units of
      Participation for the then Plan Year and thereafter; and (2) all then
      currently existing Units of Participation shall be treated as
      follows:

            


    

    


    The
Participant's Deferred Compensation Accounts shall be 100% vested. The
Participant shall receive or continue to receive all benefits under this Plan at
such time as provided in and pursuant to the terms and conditions of his
Agreement(s) and as described in this Plan, provided however, any benefits
payable under a Unit of Participation that is not completed due to a termination
of the Plan under this Section 8.1 shall be prorated based upon the amount in
the Deferred Compensation Account for that Unit of Participation as of said Plan
termination divided by the Total Unit Deferral amount for that Unit of
Participation.

    


    
      	
               
      

            	
              8.2

            	
              Amendment.  The
      Board may at any time amend the Plan in whole or in part, provided
      however, that no amendment, including an amendment to this Section 8,
      shall be effective, without the written consent of a Participant, to
      alter, to the detriment of such Participant, the benefits described in
      this Plan as applicable to a Unit of Participation of the Participant or
      to decrease amounts standing credited to such Participant's Deferred
      Compensation Accounts under the Plan.  For purposes of this
      Section 8.2, an alteration to the detriment of a Participant shall mean a
      reduction in the period of time over which benefits are payable under a
      Participant's Agreement, subject however to the pro-ration provisions of
      Section 8.1 hereof, or any change in the form of benefits payable to a
      Participant under the Participant's Agreement. Written notice of any
      amendment shall be given to each
Participant.

            


    

    


    
      	
              Section
      9

            	
              Miscellaneous.

            


    

    


    
      	
               
      

            	
              9.1

            	
              Unsecured General
      Creditor.  Participants and their Beneficiaries, heirs,
      successors, and assigns shall have no legal or equitable rights, interest,
      or claims in any property or assets of Employer, nor shall they be
      Beneficiaries of, or have any rights, claims, or interests in any life
      insurance policies, annuity contracts, or the proceeds therefrom owned or
      which may be acquired by Employer (“Policies”).  Any such
      Policies or other assets of Employer shall not be held under any trust for
      the benefit of Participants, their Beneficiaries, heirs, successors, or
      assigns, or held in any way as collateral security for the fulfilling of
      the obligations of Employer under this Plan.  Any and all of the
      Employer's assets and Policies shall be, and remain, the general,
      unpledged, unrestricted assets of Employer. Employer's obligation under
      the Plan shall be merely that of an unfunded and unsecured promise of
      Employer to pay money in the
future.

            


    

    


    
      	
               
      

            	
              9.2

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

            


    

    


    
      	
               
      

            	
              9.3

            	
              Obligations to
      Employer.  If a Participant becomes entitled to a
      distribution of benefits under the Plan, the Employer may offset against
      the amount of benefits otherwise distributable any claims to reimbursement
      for intentional wrongdoing by the Participant against the Employer or an
      affiliate.  Such determination shall be made by the
      Administrative Committee.

            


    

    


    
      	
              9.4  

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

            


    


    
      	
               
      

            	
              9.5

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

            


    

    


    
      	
               
      

            	
              9.6

            	
              Protective
      Provisions.  A Participant will cooperate with the
      Employer by furnishing any and all information requested by the Employer,
      in order to facilitate the payment of benefits hereunder, taking such
      physical examinations as the Employer may deem necessary and taking such
      other relevant action as may be requested by the Employer.  If a
      Participant refuses so to cooperate, the Employer shall have no further
      obligation to the Participant under the Plan.  If a Participant
      commits suicide during the two-year period beginning on the Unit Start
      Date for a given Unit of Participation or if the Participant makes any
      material misstatement of information or non-disclosure of medical history,
      then no benefits will be payable with respect to that Unit of
      Participation to such Participant or his Beneficiary, or in the Employer's
      sole discretion, benefits may be payable in a reduced
    amount.

            


    

    


    
      	
               
      

            	
              9.7

            	
              Gender, Singular and
      Plural.  All pronouns and any variations thereof shall be
      deemed to refer to the masculine or feminine, as the identity of the
      person or persons may require. As the context may require, the singular
      may be read as the plural and the plural as the
  singular.

            


    

    


    
      	
               
      

            	
              9.8

            	
              Waiver of
      Benefits.  No benefit shall be payable under the
      provisions of this Plan with respect to any Participant who is or was a
      member of a group of employees designated by an Employer as eligible to
      waive such benefit if such Participant has waived such benefit under this
      Plan unless the Employer by which such Participant is or was last employed
      has authorized the revocation of such waiver and such Participant has
      revoked such waiver.

            


    

    


    
      	
               
      

            	
              9.9

            	
              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.

            


    

    


    
      	
               
      

            	
              9.10

            	
              Applicable
      Law.  This Plan shall be governed and construed in
      accordance with the laws of the State of
  Missouri.

            


    

    


    
      	
               
      

            	
              9.11

            	
              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.

            


    

     

    
      	
               
      

            	
              9.12

            	
              Notice.  Any
      notice or filing required or permitted to be given to the Committee under
      the Plan shall be sufficient if in writing and hand delivered, or sent by
      registered or certified mail, to the principal office of the Employer,
      directed to the attention of the Vice President-Human Resources of the
      Employer.  Such notice shall be deemed given as of the date of
      delivery or, if delivery is made by mail, as of the date shown on the
      postmark on the receipt for registration or
  certification.

            


    

    


    
      	
               
      

            	
              9.13

            	
              Termination With
      Retirement Eligibility/Involuntary
      Termination.  Notwithstanding any other provisions of the
      Plan, if after November 17, 1995, a Participant’s employment terminates
      before the Participant attains age fifty-five, and if such termination is
      involuntary (which shall be deemed to include termination by reason of
      death), and is for a reason other than for cause (i.e., willful and gross
      misconduct on the part of the Participant that is materially and
      demonstrably detrimental to the Company or any entity in which the Company
      has at least a 50% ownership interest), and is on or after the date
      Participant is within five years of being pension eligible, i.e., would be
      within five years of being eligible to retire with a service pension under
      the rules for service pension eligibility as in effect under the SBC
      Pension Benefit Plan, and/or is a Senior Manager within five years of
      being eligible to retire with an immediate pension based on the
      eligibility rules of the SBC Senior Management Supplemental Retirement
      Income Plan, whether or not actually a participant in either such plan,
      then the provisions of this Section 9.13 shall govern and control with
      respect to the distribution of the Plan’s benefits if the benefits offered
      by this Section 9.13 are elected.  In such case, the
      Participant, or the Participant’s Beneficiary(ies) if the Participant’s
      employment terminates by reason of the Participant’s death, may
      irrevocably elect in writing, in a Waiver Agreement, as described below,
      filed with the Company, to waive the Termination Benefit or the
      Pre-Retirement Survivor Benefit, as applicable, with respect to any or all
      Units of Participation, and in lieu of said Benefit for any such Unit,
      receive an “Alternative Termination
Benefit.”

            


    

    


    Such
Alternative Termination Benefit for a Unit shall be the Unit as described in the
Participant’s Agreement, provided in accordance with and governed in all
respects by the terms of the Plan and said Agreement, except that the Plan and
Agreement shall be applied with respect to such Unit as if the Participant
had remained in employment and retired upon or after attaining age fifty-five,
regardless of Participant’s actual termination date.  For purposes of
applying the Plan and the Agreement, Normal Retirement shall be the
Participant’s sixty-fifth birthday and Early Retirement shall be the date
specified by the Participant as Participant’s Early Retirement date, which date
shall be specified at the time the Waiver Agreement, as described below, is
filed with the Company, and which date may be no earlier than Participant’s
fifty-fifth birthday.  In the event of Participant’s death prior to
age fifty-five, the Alternative Termination Benefit for a Unit, whether such
Benefit was elected by the Participant or Participant’s Beneficiary(ies), shall
be determined, as described below, by applying the Plan and Agreement with
respect to such Unit as if the Participant
had died upon reaching age fifty-five.

    


    Accordingly,
notwithstanding any other provisions of the Plan, for purposes of application of
this Section 9.13, in the event a Participant elects an Alternative Termination
Benefit in lieu of the Termination Benefit for a Unit, or a Beneficiary(ies)
elects to receive an Alternative Termination Benefit in lieu of a Pre-Retirement
Survivor Benefit for a Unit, survivor benefits for such Unit shall be determined
as follows:  (a)  If Participant dies on or after the date
specified by Participant as Participant’s Early Retirement date, Participant’s
Beneficiary(ies) shall receive the remaining installments of Participant’s
retirement benefit; or (b)  If Participant dies on or after age
fifty-five but prior to the date specified by Participant as Participant’s Early
Retirement date, Participant’s Beneficiary(ies) will receive survivor benefits
in accordance with the next to the last paragraph in Section 6.2, i.e., the
provision of the Plan that would have applied had Participant’s death actually
been an in service death which occurred upon or after attainment of age
fifty-five; or (c)  If Participant’s death occurs prior to age
fifty-five, Participant’s Beneficiary(ies) will receive at such time as
Participant would have attained age fifty-five, survivor benefits in accordance
with the next to the last paragraph in Section 6.2, i.e., the provision of the
Plan that would have applied had Participant’s death actually been an in service
death which occurred upon attainment of age fifty-five; and
(d)  Finally, the benefit described in Section 6.6 shall apply
commencing on the later of the sixteenth year after commencement of payments
pursuant to the Alternative Termination Benefit or the first of the month
following Participant’s death.

    


    For
purposes of computing the Vested Benefits (as such term is used in rabbi trusts
(“Trusts”) established by the Company for the purpose of providing for the
payment of benefits under the Plan) corresponding to an Alternative Termination
Benefit, for all Trust purposes, including for purposes of determining the Trust
funding level applicable for such Alternative Termination Benefit, the
Participant shall be treated for each such Alternative Termination Benefit Unit
as if continuing in employment until age fifty-five if the Participant dies
before attaining age fifty-five or until the date of Participant’s death if
Participant dies after attaining age fifty-five or until reaching the
Participant’s Early Retirement date for such Unit as selected by the Participant
if Participant survives until such date, i.e., the Trust funding for any such
Unit and the security afforded.


    Participant
or Participant’s Beneficiary(ies) thereby shall be no different as a result of
this Section 9.13 than they would have been had Participant continued in
employment in the absence of this Section 9.13 and lived until at least age
fifty-five.

    


    Waiver of
a Termination Benefit with respect to a Unit by a Participant, or of a
Pre-Retirement Survivor Benefit with respect to a Unit by a Beneficiary(ies),
and in either case, receipt of an Alternative Termination Benefit in lieu
thereof, shall be conditioned upon the agreement in writing by the Participant,
or Participant’s Beneficiary(ies), as applicable, at the time of Participant’s
termination of employment, to provisions substantially as attached.

    


    
      	
               
      

            	
              9.14

            	
              Termination Under
      EPR.  Notwithstanding any other provisions of the Plan,
      if a Participant’s employment terminates before the Participant attains
      age fifty-five, and if such termination is as an EPR Terminee under the
      Enhanced Pension and Retirement Program ("EPR") of the SBC Pension Benefit
      Plan-Nonbargained Program ("SBC PBP") or as a Deceased Electing Employee
      under EPR and is on or after the date Participant is within five years of
      being pension eligible, i.e., would be within five years of being eligible
      to retire with a service pension under the rules for service pension
      eligibility as in effect under the SBC PBP, and/or is a Senior Manager
      within five years of being eligible to retire with an immediate pension
      based on the eligibility rules of the SBC  Supplemental
      Retirement Income Plan, whether or not actually a participant in either
      such plan, or a Participant who is age 55 or over terminates employment
      under EPR, then the provisions of this Section 9.14 shall govern and
      control with respect to the distribution of the Plan’s benefits if the
      benefits offered by this Section 9.14 are elected.  In such
      case, the Participant, or the Participant’s Beneficiary(ies) if the
      Participant’s employment terminates by reason of the Participant’s death,
      may irrevocably elect in writing, in an EPR special election form
      accompanied by a Waiver Agreement, as described below, filed with the
      Company, to waive the Termination Benefit or the Pre-Retirement Survivor
      Benefit or the Early Retirement Benefit, as applicable, with respect to
      any or all Units of Participation, and in lieu of said Benefit for any
      such Unit, receive an “EPR Alternative Termination
    Benefit.”

            


    

    


    Such an
EPR Alternative Termination Benefit for a Unit shall be the Unit as described in
the Participant’s Agreement, provided in accordance with and governed in all
respects by the terms of the Plan and said Agreement, except that the Plan and
Agreement shall be applied with respect to such Unit, in accordance with
Participant's special EPR election form applicable to such Unit, as if the Participant
had remained in employment and retired upon the Participant's Early Retirement
Date specified in his EPR special election form applicable to such Unit of
Participation, regardless of Participant’s actual termination
date.  For purposes of applying the Plan and the Agreement, Normal
Retirement shall be the Participant’s sixty-fifth birthday and Early Retirement
shall be the date specified by the Participant as Participant’s Early Retirement
date, which date shall be specified at the time the Waiver Agreement, as
described below, is filed with the Company, and which date may be no earlier
than Participant’s fifty-fifth birthday.  In the event of
Participant’s death prior to age fifty-five, the EPR Alternative Termination
Benefit for a Unit, whether such Benefit was elected by the Participant or
Participant’s Beneficiary(ies), shall be determined, as described below, by
applying the Plan and Agreement with respect to such Unit as if the Participant
had died upon or after reaching age fifty-five.

    


    Accordingly,
notwithstanding any other provisions of the Plan, for purposes of application of
this Section 9.14, in the event a Participant elects an EPR Alternative
Termination Benefit in lieu of the Termination Benefit or the Early Retirement
Benefit for a Unit, or a Beneficiary(ies) elects to receive an EPR Alternative
Termination Benefit in lieu of a Pre-Retirement Survivor Benefit for a Unit, as
applicable, survivor benefits for such Unit shall be determined as
follows:  (a) If Participant dies on or after the date specified by
Participant as Participant’s Early Retirement date, Participant’s
Beneficiary(ies) shall receive the remaining installments of Participant’s
retirement benefit; or (b)  If Participant dies on or after age
fifty-five but prior to the date specified by Participant as Participant’s Early
Retirement date, Participant’s Beneficiary(ies) will receive survivor benefits
in accordance with the next to the last paragraph in Section 6.2, i.e., the
provision of the Plan that would have applied had Participant’s death actually
been an in service death which occurred upon or after attainment of age
fifty-five; or (c)  If Participant’s death occurs prior to age
fifty-five, Participant’s Beneficiary(ies) will receive at such time as
Participant would have attained age fifty-five, survivor benefits in accordance
with the next to the last paragraph in Section 6.2, i.e., the provision of the
Plan that would have applied had Participant’s death actually been an in service
death which occurred upon attainment of age fifty-five; and
(d)  Finally, the benefit described in Section 6.6 shall apply
commencing on the later of the sixteenth year after commencement of payments
pursuant to the EPR Alternative Termination Benefit or the first of the month
following Participant’s death.

    


    For
purposes of computing the Vested Benefits (as such term is used in rabbi trusts
(“Trusts”) established by the Company for the purpose of providing for the
payment of benefits under the Plan) corresponding to an EPR Alternative
Termination Benefit, for all Trust purposes, including for purposes of
determining the Trust funding level applicable for such EPR Alternative
Termination Benefit, the Participant shall be treated for each such EPR
Alternative Termination Benefit Unit as if continuing in employment until age
fifty-five if the Participant dies before attaining age fifty-five or until the
date of Participant’s death if Participant dies after attaining age fifty-five
or until reaching the Participant’s Early Retirement date for such Unit as
selected by the Participant if Participant survives until such date, i.e., the
Trust funding for any such Unit and the security afforded Participant or
Participant’s Beneficiary(ies) thereby shall be no different as a result of this
Section 9.14 than they would have been had Participant continued in employment
in the absence of this Section 9.14 and lived until at least age
fifty-five.

    


    Waiver of
a Termination Benefit or Early Retirement Benefit with respect to a Unit by a
Participant, or of a Pre-Retirement Survivor Benefit with respect to a Unit by a
Beneficiary(ies), as applicable, and receipt of an EPR Alternative Termination
Benefit in lieu thereof, shall be conditioned upon the agreement in writing by
the Participant, or Participant’s Beneficiary(ies), as applicable, at the time
of Participant’s termination of employment, to provisions substantially as
provided in Exhibit C, hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SBC
COMMUNICATIONS INC.

    SENIOR
MANAGEMENT

    DEFERRED
COMPENSATION PLAN AGREEMENT

    


    


    THIS
AGREEMENT is made and entered into at St. Louis, Missouri as of the 31st day of
December, 1983, by and between SBC COMMUNICATIONS INC. (“Company”), and
____________________ (“Senior Manager”).

    


    WHEREAS,
the Company has adopted a Senior Management Deferred Compensation Plan (the
“Plan”); and

    


    WHEREAS,
the Senior Manager has been determined to be eligible to participate in the
Plan; and

    


    WHEREAS,
the Plan requires that an agreement be entered into between the Company and the
Senior Manager setting out certain terms and benefits of the Plan as they apply
to the Senior Manager;

    


    NOW,
THEREFORE, the Company and the Senior Manager hereby agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              The
      Plan is hereby incorporated into and made a part of this Agreement, as
      though set forth in full herein.  The parties shall be bound by,
      and have the benefit of, each and every provision of the Plan, including
      without limitation the restrictions on assignability set forth in the
      Plan.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Senior Manager was born on
  ________________________.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Senior Manager's basic allotment percentage in the SBC Communications Inc.
      Savings Plan for Salaried Employees is ____ percent (__%) of his
      Compensation.  Any subsequent change in this level of
      participation by the Senior Manager will void this Agreement and require
      that a new Agreement be entered into between the Employer and the Senior
      Manager.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Senior Manager's Compensation during a calendar year shall be reduced in
      accordance with Exhibit A attached to this
  Agreement.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      amount per month of Pre-Retirement Survivor Benefit in accordance with
      Section 6.4 of the Plan is $__________, payable for the greater of ten
      (10) years or the number of years from the date of Participant's death
      until he would have been age
65.

            




    
      	
               
      

            	
              6.

            	
              The
      amount per month of Standard Retirement Benefit in accordance with Section
      6.1 of the Plan is $__________, payable for a period of 180 months
      commencing the first day of the month following Participant's 65th
      birthday.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              7.

            	
              Upon
      Normal or Early Retirement, the Participant hereby elects: (please initial
      (a), (b) or (c))

            


    

    


    
      	
               
      

            	
              (a)

            	
              ______

            	
              To
      receive a Standard Retirement Benefit, payable for a period of one hundred
      eighty (180) months.

            


    

    


    
      	
               
      

            	
              (b)

            	
              ______

            	
              To
      receive an Alternative Retirement Benefit to be paid in accordance with
      one of the following payment modes: (please initial one of the
      following:)

            


    

    


    
      	
               
      

            	
              (i)

            	
              _____

            	
              In
      a lump sum payment.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              _____

            	
              In
      equal monthly installments for a period of sixty (60)
    months.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              _____

            	
              In
      equal monthly installments for a period of one hundred twenty (120)
      months.

            


    

    


    
      	
               
      

            	
              (c)

            	
              ______

            	
              The
      Participant elects to defer the making of an election as to whether to
      receive a Standard Retirement Benefit or an Alternative Retirement Benefit
      until no later than the last day of the calendar year preceding the
      calendar year in which Normal or Early Retirement takes
    place.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      Participant hereby elects to receive any Early Retirement Benefit as
      follows (please initial one of the
following):

            


    

    


    
      	
               
      

            	
              (a)

            	
              ______

            	
              Commencing
      at age 65.

            


    

    


    
      	
               
      

            	
              (b)

            	
              ______

            	
              Commencing
      at Early Retirement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              ______

            	
              The
      Participant elects to defer the making of an election as to the time of
      commencement of Standard or Alternative Retirement Benefit until no later
      than the last day of the calendar year preceding the calendar year in
      which the Participant's Early Retirement takes
  place.

            


    

    


    
      	
               
      

            	
              9.

            	
              This
      Agreement shall inure to the benefit of, and be binding upon, the Company,
      its successors and assigns, and the Senior Manager and his
      Beneficiaries.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have signed and entered into this Agreement
on and as of the date first above written.

    


    


    


    


    THE
COMPANY:                     By
______________________________________

    Its
Senior Vice President-Human Resources

    


    


    SENIOR
MANAGER

     

    _________________________                                                                                               ____________

    Signature                                                                Date


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    SBC
COMMUNICATIONS INC.

    SENIOR
MANAGEMENT

    DEFERRED
COMPENSATION PLAN AGREEMENT

    


    


    19____
Unit of Participation

    


    Unit
Start Date: ________________, 19____  Unit Deferral Period: ____
Months

    


    Annual Amount (1)

    Year                                                                                               Deferred

    1.           Unit
Start Date:

    1984           (commencing
the first day

    
      	
               of
      the month of ________)

            	
              $_____________

            


    

    2.       1985                                                                                               _____________

    3.       1986                                                                                               _____________

    4.       1987                                                                                               _____________

    5.       1988                                                                                               _____________

    6.       1989                                                                                               _____________

    7.       1990                                                                                               _____________

    8.       1991                                                                                               _____________

    9.       1992           (ending
the last day of

     the month of
__________)                                  
             _____________

    


    


    Total Unit

    Deferral
Amount    $   _____________

    


    ________________________________________________________________________

    (1)           This
amount will be deferred in equal amounts on a monthly basis.

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C

    


    AGREEMENT
AND RELEASE OF CLAIMS- MANAGER RETIRING UNDER THE

    ENHANCED
PENSION AND RETIREMENT PROGRAM ("EPR")

    WITH AN
8-YEAR UNIT UNDER THE

    MANAGEMENT
DEFERRED COMPENSATION PLAN ("PLAN")

    


    In
consideration for treatment under the EPR provisions of the Plan, Participant
agrees as follows:

    


    1.           Participant
agrees that Participant shall not, without the written consent of Participant's
SBC Communications Inc. ("SBC") employing company ("Company"), and while
employed by the Company or within three (3) years after termination of
employment from Company, 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 Agreement, engaging in competition
with any Employer business shall mean engaging by 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, it is hereby specifically agreed that
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 and Participant hereby specifically agrees not to
engage in any such conduct.  Participant also specifically agrees that
a breach of this provision would result 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.

    


    Participant may submit a description of
proposed employment in writing to Company and Company shall advise Participant
in writing within ten business days whether such proposed employment would
constitute engaging in competition with an Employer business.

    


    2.           Participant
acknowledges that, as a result of Participant's employment by the Company,
Participant had and continued to have until Participant's termination, access to
trade secrets, intellectual property, proprietary information, and private
non-public information including technological, legal, financial, marketing,
personnel and other information (including this Agreement and the Release of
Claims contained herein) relating to litigation, the business and contemplated
business of the Company and SBC and other matters, all of which is confidential
and proprietary to SBC and the Company ("Confidential Information"); and
Participant agrees that Participant did not before and will not after
Participant's termination, divulge or in any way make available to others
through public statements, voluntary testimony, or otherwise, or make use of,
alone or in concert with others, any Confidential Information.  The
aforesaid obligations regarding Confidential Information will not apply to
information that is now in or hereafter enters the public domain without a
breach of this Agreement and the Release of Claims contained herein, nor shall
they apply to information required to be delivered pursuant to a subpoena or
similar legislative, judicial or administrative requirement; provided, however,
Participant will notify the Company upon receipt of any such subpoena or similar
request, and give the Company a reasonable opportunity to contest or otherwise
oppose the subpoena or similar request.

    


    Participant
may represent himself or herself as a retiree of Company (if Participant is
actually Service Pension eligible) or as a former employee who voluntarily
terminated employment for a reason other than cause (if Participant is not
actually Service Pension eligible); but otherwise Participant agrees that
Participant will not make, nor cause to be made any public statements,
disclosures or publications which relate in any way, directly or indirectly to
Participant's cessation of employment with the Company without prior written
approval by the Company. Participant also agrees that Participant will not make,
nor cause to be made any public statements, disclosures or publications which
portray unfavorably, reflect adversely on, or are derogatory or inimical to the
best interests of, the Company, SBC, their Subsidiaries, directors, officers,
employees and agents, past, present or future.

    


    3.           Participant
agrees that during the three (3) year period immediately after termination of
Participant's employment with Company, Participant will not solicit any customer
of any SBC company on behalf of Participant or any other person or entity or
solicit any employee of any SBC company to seek or accept employment with any
other person or entity, or disclose confidential information about such employee
to any prospective employer or employer other than an SBC
company.  Participant acknowledges that even an unsuccessful
solicitation of an employee of any SBC company will negatively impact the
morale, commitment and performance of the employee in
question.  Participant further acknowledges that any solicitation of
either a customer or an employee of any SBC company will result in immediate and
irreparable harm to the SBC company, for which there will be no adequate remedy
at law, and that the SBC company will be entitled to equitable relief to
restrain Participant from violating the terms of this Paragraph 3, in addition
to any other remedies available to the SBC Company.  In any action
brought by any SBC company to enforce the provisions of this Paragraph 3, the
prevailing party shall be entitled to recover costs, including, but not limited
to, reasonable and actual attorneys' fees.

    


    4.           Participant
shall forfeit Participant's Alternative Termination Benefit(s) under the EPR
provisions of the Plan, for any breach by Participant of the provisions of
Paragraph 1 hereof, or of Paragraph 2 hereof (except to the extent disclosure of
any Confidential Information is specifically required by law), or of Paragraph 3
hereof, or of the Release of Claims contained herein. In the event of any such
forfeiture of any Alternative Termination Benefit(s), Participant shall receive
the Termination Benefit corresponding to such Unit of Participation pursuant to
the Plan, that would have been paid in the absence of this Agreement, less any
amounts previously paid to Participant as part of the corresponding Alternative
Termination Benefit.

    


    5.           Company
hereby expressly advises Participant to seek personal legal advice prior to
executing this Agreement and the Release of Claims contained herein and
Participant by Participant's signature below, hereby expressly acknowledges that
Participant was given at least forty-five (45) days in which to seek such advice
and decide whether or not to enter into this Agreement and the Release of Claims
contained herein.  The parties agree that any changes to this
Agreement or to the Release of Claims contained herein made after the initial
draft of this Agreement and Release of Claims is presented to Participant,
whether material or immaterial, do not restart the running of said forty-five
(45) day period.

    


    6.           Participant
may revoke this Agreement and the Release of Claims contained herein within
seven (7) days of Participant's execution of this Agreement and the Release of
Claims contained herein by giving notice, in writing, by certified mail, return
receipt requested, to the Company c/o the Executive Compensation Group, 175 East
Houston Street, Room 3-J-4, San Antonio, Texas, 78205.  Proof of such
mailing within said seven (7) day period shall suffice to establish revocation
pursuant to this Paragraph. In the event of any such revocation, this entire
Agreement and the Release of Claims contained herein shall be null and
void.

    


    7.           Participant
agrees that for any breach or threatened breach of any of the provisions of this
Agreement and the Release of Claims contained herein by Participant, the Company
shall have no adequate legal remedy, and in addition to any other remedies
available, a restraining order and/or an injunction may be issued against
Participant to prevent or restrain any such breach, in addition to any other
rights the Company may have.

    


    8.           In
the event any provision of this Agreement or the Release of Claims contained
herein is held invalid, void, or unenforceable, the same shall not affect in any
respect whatsoever the validity of any other provision of this Agreement or said
Release of Claims, except that should said Release of Claims be held to be
invalid as applicable to and as asserted by Participant with regard to any claim
or dispute covered thereunder, or should any part of the provisions of
Paragraphs 1, 2 or 3 of this Agreement be held invalid, void or unenforceable as
applicable to and as asserted by Participant, this Agreement and the Release of
Claims contained herein, at the Company's option, may be declared by the Company
null and void. If this Agreement and the Release of Claims contained herein are
declared null and void by Company pursuant to the provisions of this Paragraph,
Participant shall return to Company all consideration previously received
pursuant to this Agreement and the Release of Claims contained herein less any
of said consideration Participant would have received in the absence of entering
into this Agreement and the Release of Claims contained herein.

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    RELEASE OF
CLAIMS

    


    Participant
hereby fully waives and forever releases and discharges Company, SBC, any and
all other Subsidiaries of Company and of SBC, their officers, directors, agents,
servants, employees, successors and assigns and any and all employee benefit
plans maintained by SBC or any Subsidiary thereof and/or any and all fiduciaries
of any such plan from any and all common law and/or statutory claims, causes of
action or suits of any kind whatsoever arising from or in connection with
Participant's past employment by Company and/or Participant's separation
therefrom, including but not limited to claims, actions, causes of action or
suits of any kind allegedly arising under the Employee Retirement Income
Security Act (ERISA), as amended, 29 USC §§ 1001 et seq.; the Rehabilitation Act
of 1973, as amended, 29 USC §§ 701 et seq.; the Civil Rights Acts of 1866 and
1870, as amended, 42 USC §§ 1981, 1982 and 1988; the Civil Rights Act of 1871,
as amended, 42 USC §§ 1983 and 1985; the Civil Rights Act of 1964, as amended,
42 USC § 2000d et seq.; the Americans With Disabilities Act, as amended, 42 USC
§§ 12101 et seq., and the Age Discrimination in Employment Act of 1967 (ADEA),
as amended, 29 USC §§ 621 et seq., known and unknown.  In addition,
Participant agrees not to file any lawsuits or other claims seeking monetary
damage or other relief in any state or federal court or with any administrative
agency against any of the aforementioned parties in connection with or relating
to any of the aforementioned matters.  Provided, however, by executing
this Release of Claims, Participant does not waive rights or claims that may
arise after the date of execution. Provided further, however, this Release of
Claims shall not affect Participant's right to receive or enforce through
litigation, any indemnification rights to which Participant is entitled as a
result of Participant's past employment by the Company.  And, provided
further, except as agreed herein, this Agreement and Release of Claims shall not
affect the ordinary distribution of benefits/entitlements, if any, to which
Participant is entitled upon termination from Company; it being understood by
Participant that said benefits/entitlements, if any, will be subject to and
provided in accordance with the terms and conditions of their respective
governing plan.

    


          

    Participant
(Signature)

     

                               

    Participant
(Print name)

     

                              


    Participant
SSN

     

                            


    Date