ex4h.htm


    Execution
Copy

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    SBC
COMMUNICATIONS INC.

    


    as Issuer
and Registrant of Securities

    


    AND

    


    THE BANK
OF NEW YORK

    


    Trustee

    


    


    


    


    ____________________

    


    


    


    INDENTURE

    


    


    


    Dated as
of November 1, 1994

    


    


    


    ___________________

    


    


    Providing
for Issuance of Securities in Series

    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    INDENTURE dated as of November 1, 1994
between SBC COMMUNICATIONS INC., a Delaware corporation ("SBC"), and THE BANK OF
NEW YORK, a New York banking company duly organized and validly existing under
the laws of the State of New York ("Trustee").

    


    RECITALS
OF SBC

    


    SBC has duly authorized the execution
and delivery of this Indenture for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness ("Securities") as
herein provided.

    


    All things necessary to make this
Indenture a valid agreement of SBC, in accordance with its terms, have been
done.

    


    For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed as follows for the equal and ratable benefit of
the Holders of the Securities:

    


    


    ARTICLE
1

    


    DEFINITIONS
AND INCORPORATION BY REFERENCE

    


    SECTION
1.01  Definitions.

    


    "Affiliate" means any person directly
or indirectly controlling or controlled by, or under direct or indirect common
control with, SBC.

    


    "Agent" means any Paying Agent,
Registrar, or co-Registrar.

    


    "Authorized Newspaper" means a
newspaper of general circulation, in an official language of the country of
publication or in the English language, customarily published on days other than
Legal Holidays, as defined in Section 10.07, in such
country.  Whenever successive weekly publications in an Authorized
Newspaper are required hereunder, they may be made (unless otherwise expressly
provided herein) on the same or different days of the week and in the same or
different Authorized Newspapers.

    


    "Board of Directors" means the Board of
Directors of SBC, or any duly authorized committee thereof.

    


    "Board Resolution" means a copy of a
resolution of the Board of Directors, certified by the Secretary or an Assistant
Secretary of SBC to have been duly adopted by the Board of Directors and to be
in full force and effect.

    


    "Default" means any event which is, or
after notice or passage of time would be, an Event of Default.

    


    "Depository" means, with respect to the
Securities of any Series issuable or issued in whole or in part in the form of
one or more Global Securities, the person designated as Depository by SBC
pursuant to Section 2.02.

    


    "Global Security" means a Security in
the form prescribed in Section 2.02 evidencing all or part of a Series of
Securities, issued to the Depository for such series or its nominee, and
registered in the name of such Depository or nominee.

    


    "Holder" or "Securityholder" means the
bearer of an Unregistered Security or of a coupon appertaining thereto or the
person in whose name a Registered Security is registered on the Registrar's
books.

    


    "Indenture" means this Indenture as
amended or supplemented from time to time including, for all purposes of this
instrument and any such amendment or supplement, the provisions of the TIA that
are deemed to be a part of and govern this instrument and any such amendment or
supplement, respectively.  The term "Indenture" shall also include the
forms and terms of a particular Series of Securities established as contemplated
hereunder.

    


    "Officer" means the Chairman of the
Board of Directors, any Vice Chairman of the Board of Directors, the President,
any Vice-President, the Treasurer or the Secretary of SBC.

    


    "Officers' Certificate" means a
certificate signed by two Officers or by any Officer and an Assistant Treasurer
or an Assistant Secretary of SBC.

    


    "Opinion of Counsel" means a written
opinion of legal counsel who is acceptable to SBC and the
Trustee.  Counsel may be an employee of or counsel to SBC or the
Trustee.

    


    "Order" means an order in the name of
SBC signed by two Officers or by any Officer and an Assistant Treasurer or an
Assistant Secretary of SBC.

    


    "Original Issue Discount Security"
means any Security which provides for an amount less than the stated principal
amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02.

    


    "Principal" of a debt security means
the principal of the security plus, when appropriate, the premium, if any, on
the security.

    


    "Registered Security" means any
Security issued hereunder and registered by the Registrar.

    


    "Responsible Officer", when used with
respect to the Trustee, shall mean the chairman or any vice-chairman of the
board of directors or trustees, the chairman or any vice-chairman of the
executive committee of the board of directors or trustees, the president, any
vice-president, the treasurer, the secretary, any trust officer, any second or
assistant vice-president or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with a particular subject.

    


    "SBC" means the party named as such in
this Indenture until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor.

    


    "SEC" means the Securities and Exchange
Commission.

    


    "Series" or "Series of Securities"
means a series of Securities.

    


    "Securities" means the debentures,
notes or other obligations of SBC issued, authenticated and delivered under this
Indenture.

    


    "Subsidiary" means a corporation more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by SBC or by one or more other of its Subsidiaries, or by SBC and
one or more other of its Subsidiaries.  For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

    


    "TIA" means the Trust Indenture Act of
1939 as in effect on the date of this Indenture provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, "TIA" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.  

    


    "Trustee" means the party named as such
in this Indenture until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor and if, at any time, there
is more than one Trustee, "Trustee" as used with respect to the Securities of
any Series shall mean the Trustee with respect to that Series.

    


    "U.S. person" means a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or a political
subdivision thereof, or an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source.

    


    "United States" means the United States
of America (including the States and the District of Columbia), its territories,
its possessions and all other areas subject to its jurisdiction.

    


    "Unregistered Security" means any
Security issued hereunder which is not a Registered Security.

    


    "Yield to Maturity" means the yield to
maturity, calculated by SBC at the time of issuance of a Series of Securities
or, if applicable, at the most recent determination of interest on such Series
in accordance with accepted financial practice.

    


    SECTION
1.02   Other Definitions.

     

     

    
      	 Term 	 Section
	 "Bankruptcy
      Law"	 6.01
	 "Custodian"	 6.01
	 "Event of
      Default"	 6.01
	 "Legal
      Holiday"	 10.07
	 "Paying
      Agent"	 2.04
	 "Registrar"	 2.04
	 "U.S.
      Government Obligations"	 8.01


    

    


    SECTION
1.03   Incorporation by Reference of Trust Indenture
Act.

    


    Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:

    


    "Commission" means the
SEC.

    


    "indenture
securities" means the Securities.

    


    "indenture to be qualified" means this
Indenture.

    "indenture
trustee" or "institutional trustee" means the Trustee.

    


    "obligor"
on the indenture securities means SBC.

    


    All other terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule under the TIA have the meanings assigned to them
therein.

    


    SECTION
1.04   Rules of Construction.

    


    Unless the context otherwise
requires:

    


    (1)  a term has the meaning
assigned to it;

    


    (2)  an accounting term not
otherwise defined has the meaning assigned to it in accordance with accounting
principles generally accepted in the United States of America.

    


    (3)  "or" is not exclusive;
and

    


    (4)  words in the singular
include the plural, and words in the plural include the singular.

    


    


    ARTICLE
2

    


    THE
SECURITIES

    


    SECTION
2.01   Issuable in Series.

    


    The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued in one or more
Series.  There may be Registered Securities and Unregistered
Securities within a Series and the Unregistered Securities may be subject to
such restrictions, and contain such legends, as may be required by United States
laws and regulations.  Except as provided in the foregoing sentence or
as otherwise provided by or pursuant to the Board Resolution referred to in
Section 2.02, all Securities of a Series shall be identical in all
respects.  Securities of different Series may differ in any respect;
provided that all Series of Securities shall be equally and ratably entitled to
the benefits of this Indenture.

    


    SECTION
2.02   Establishment of Terms and Form of Series of
Securities.

    


    (a)  At or prior to the
issuance of any Series of Securities, the following shall be established either
by or pursuant to a Board Resolution, and set forth in an Officers' Certificate,
or by an indenture supplemental hereto:

    


    (1)  the title of the
Securities of the Series (which title shall distinguish the Securities of the
Series from the Securities of all other Series and from all other securities
issued by SBC);

    


    (2)  any limit upon the
aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.08,
2.09, 2.12, 3.06 or 9.05);

    


    (3)  the date or dates on
which the principal of the Securities of the Series is payable;

    


    (4)  the rate or rates at
which the Securities of the Series shall bear interest, if any, or the method of
calculating such rate or rates of interest, the date or dates from which such
interest shall accrue, the dates on which such interest shall be payable and,
with respect to Registered Securities, the record date for the interest payable
on any interest payment date;

    


    (5)  the place or places
where the principal of and interest on Registered and any Unregistered
Securities of the Series shall be payable;

    


    (6)  the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Securities of the Series may be redeemed, in whole or in part, at the
option of SBC;

    


    (7)  the obligation, if any,
of SBC to redeem or purchase Securities of the Series pursuant to any sinking
fund or analogous provisions or upon the happening of a specified event or at
the option of a Holder thereof and the period or periods within which, the price
or prices at which, and the terms and conditions upon which, Securities of the
Series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

    


    (8)  if in other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which Securities of the Series shall be issuable;

    


    (9)  if other than the
principal amount thereof, the portion of the principal amount of Securities of
the Series which shall be payable upon declaration or acceleration of the
maturity thereof pursuant to Section 6.02;

    


    (10)  whether Securities of
the Series shall be issuable as Registered Securities or Unregistered Securities
(with or without interest coupons), or both, and any restrictions applicable to
the offering, sale or delivery of Unregistered Securities and whether, and the
terms upon which, Unregistered Securities of a Series may be exchanged for
Registered Securities of the same Series and vice versa;

    


    (11)  whether and under what
circumstances SBC will pay additional amounts on the Securities of that Series
held by a person who is not a U.S. person in respect of taxes or similar charges
withheld or deducted and, if so, whether SBC will have the option to redeem such
Securities rather than pay such additional amounts;

    


    (12)  the currency or
currencies, including composite currencies, in which payment of the principal of
and interest on the Securities of the Series shall be payable (if other than the
currency of the United States of America);

    


    (13)  if the amount or
payments of principal of or interest on the Securities of the Series may be
determined with reference to an index, the manner in which such amounts shall be
determined;

    


    (14)  the obligation, if any,
of SBC to permit the conversion or exchange of the Securities of the Series into
other securities (whether or not issued by, or the obligation of, SBC), and the
terms and conditions upon which such conversion or exchange shall be effected
(including, without limitation, the initial conversion or exchange price or
rate, the conversion or exchange period and any other provisions in addition to
or in lieu of those set forth in this Indenture relative to such
obligation;

    


    (15)  whether the Securities
of the Series shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the Depository for such Global Security or
Securities, which Depository shall be a clearing agency registered under the
Securities Exchange Act of 1934, as amended;

    


    (16)  any other terms of the
Series (which terms shall not be inconsistent with the provisions of this
Indenture), including any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of Securities of that Series;

    


    (17)  the form of the
Securities (or forms thereof if Unregistered and Registered Securities shall be
issuable in such Series, including such legends as may be required by United
States laws or regulations, the form of any coupons or temporary global Security
which may be issued and the forms of any certificates which may be required
hereunder or under United States laws or regulations in connection with the
offering, sale, delivery or exchange of Unregistered Securities);
and

    


    (18)  the CUSIP number, if
any.

    


    (b)  If the terms and form or
forms of any Series of Securities are established by or pursuant to a Board
Resolution, SBC shall deliver a copy of such Board Resolution to the Trustee at
or prior to the issuance of such Series with (1) the form or forms of Security
which have been approved attached thereto, or (2) if such Board Resolution
authorized Officers to approve the terms and form or forms of the Securities, an
Officers' Certificate approving the terms and form or forms of Security with
such form or forms of Securities attached thereto.

    


    SECTION
2.03   Execution, Authentication and Delivery.

    


    (a)  Securities shall be
executed on behalf of SBC by its Chairman of the Board of Directors or a
Vice-Chairman of the Board of Directors or its President or a Vice-President,
and its Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary.  Signatures shall be manual or facsimile.  SBC's
seal shall be reproduced on the Securities and may, but need not, be
attested.  The coupons of Unregistered Securities shall bear the
facsimile signature of the Treasurer or an Assistant Treasurer of
SBC.

    


    (b)  If an Officer, an
Assistant Treasurer or an Assistant Secretary of SBC whose signature is on a
Security or coupon no longer holds that office at the time the Security is
authenticated, the Security or coupon shall be valid nevertheless.

    


    (c)  A Security shall not be
valid until authenticated by the manual signature of the Trustee or an
authenticating agent and no coupon shall be valid until the Security to which it
appertains has been so authenticated.  Such signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.  Each Registered Security shall be dated the date of its
authentication, and each Unregistered Security shall be dated as provided in
connection with the establishment of the Series thereof.

    


    (d)  The Trustee shall at any
time, and from time to time, authenticate and deliver Securities of any Series
executed and delivered by SBC for original issue in an aggregate principal
amount not in excess of the principal amount authorized for such Series, upon
receipt by the Trustee of (i) an Order for the authentication and delivery of
such Securities, (ii) if the terms and form or forms of the Securities of such
Series have been established by or pursuant to a Board Resolution as permitted
by Section 2.02, a copy of such Board Resolution and any Officers' Certificate
that may be required pursuant to Section 2.02(b), and (iii) an Opinion of
Counsel stating,

    


    (1)  if the form of such
Securities has been established by or pursuant to a Board Resolution as
permitted by Section 2.02, that such form has been established in conformity
with the provisions of this Indenture;

    


    (2)  if the terms of such
Securities have been established by or pursuant to a Board Resolution as
permitted by Section 2.02, that such terms have been established in conformity
with the provisions of this Indenture; and

    


    (3)  that such Securities,
when authenticated and delivered by the Trustee and issued by SBC in the manner
and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of SBC entitled to the benefits
of the Indenture.

    


    Notwithstanding the provisions of
Section 2.02 and of the preceding paragraph, if all Securities of a Series are
not to be originally issued at one time, it shall not be necessary to deliver
the Officers' Certificate otherwise required pursuant to Section 2.02(b) or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the time of authentication of each Security
of such Series if such documents are delivered at or prior to the time of
authentication upon original issuance of the first Security of such series to be
issued.

    


    If the terms and form or forms of such
Securities have been established by or pursuant to a Board Resolution as
permitted by Section 2.02, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

    


    Notwithstanding the foregoing, until
SBC has delivered an Officers' Certificate to the Trustee and the Registrar
stating that, as a result of the action described, SBC would not suffer adverse
consequences under the provisions of United States law or regulations in effect
at the time of the delivery of Unregistered Securities, (i) delivery of
Unregistered Securities by the Trustee or Registrar will be made only outside
the United States and (ii) Unregistered Securities will be released by the
Trustee or Registrar in definitive form to the person entitled to physical
delivery thereof only upon presentation of a certificate in the form prescribed
by SBC.

    


    (e)  If SBC shall establish
pursuant to Section 2.02 that the Securities of a Series are to be issued in
whole or in part in the form of one or more Global Securities, then SBC shall
execute and the Trustee shall, in accordance with this Section and SBC's Order
with respect to such Series, authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an amount equal
to the aggregate principal amount of outstanding Securities of such series to be
represented by one or more Global Securities; (ii) shall be registered in the
name of the Depository for such Global Security or Securities or the nominee of
such Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instruction and (iv) shall bear a legend
substantially to the following effect:  "This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a
Depository.  Unless and until it is exchanged in whole or in part for
Securities in definitive form in accordance with the provisions of the Indenture
and the terms of the Securities, this Security may not be transferred except as
a whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository."

    


    Each depository designated pursuant to
Section 2.02 for a Global Security must, at the time of its designation and at
all times while it serves as Depository, be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation.

    


    (f)  The Trustee may appoint
an authenticating agent to authenticate Securities.  An authenticating
agent may authenticate Securities whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent.  An authenticating agent has
the same rights as an Agent to deal with SBC or an Affiliate
thereof.

    


    SECTION
2.04   Registrar and Paying Agent.

    


    SBC shall maintain in the Borough of
Manhattan, The City of New York, State of New York, an office or agency where
Registered Securities may be presented for registration of transfer or for
exchange ("Registrar") and an office or agency where (subject to Sections
2.05(c) and 2.08(b)) Securities may be presented for payment or for exchange
("Paying Agent").  With respect to any Series of Securities issued in
whole or in part as Unregistered Securities, SBC shall maintain one or more
Paying Agents located outside the United States and shall maintain such Paying
Agents for a period of two years after the principal of such Unregistered
Securities has become due and payable.  During any period thereafter
for which it is necessary in order to conform to United States tax law or
regulations, SBC will maintain a Paying Agent outside the United States to which
the Unregistered Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such Paying Agent upon
reasonable notice.  The Registrar shall keep a register with respect
to each Series of Securities issued in whole or in part as Registered Securities
and to their transfer and exchange.  SBC may appoint one or more
co-Registrars acceptable to the Trustee and one or more additional Paying Agents
for each Series of Securities and SBC may terminate the appointment of any
co-Registrar or Paying Agent at any time upon written notice.  The
term "Registrar" includes any co-Registrar.  The term "Paying Agent"
includes any additional Paying Agent.  SBC shall notify the Trustee of
the name and address of any Agent not a party to this Indenture.  If
SBC fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

    


    SBC initially appoints the Trustee as
Registrar and Paying Agent.

    


    SECTION
2.05   Payment on Securities.

    


    (a)  Subject to the following
provisions, SBC will pay to the Trustee the amounts, in such coin or currency as
is at the time legal tender for the payment of public or private debt, in the
manner, at the times and for the purposes set forth herein and in the text of
the Securities for each Series, and SBC hereby authorizes and directs the
Trustee from funds so paid to it to make or cause to be made payment of the
principal of and interest, if any, on the Securities and coupons of each Series
as set forth herein and in the text of such Securities and
coupons.  The Trustee will arrange directly with any Paying Agents for
the payment, or the Trustee will make payment, from funds furnished by SBC, of
the principal and interest, if any, on the Securities and coupons of each Series
by check drawn upon a bank in The City of New York.

    


    (b)  Interest, if any, on
Registered Securities of a Series shall be paid on each interest payment date
for such Series to the Holder thereof at the close of business on the relevant
record dates specified in the Securities of such Series.  SBC may pay
such interest by check mailed to such Holder's address as it appears on the
register for Securities of such Series.  Principal of Registered
Securities shall be payable only against presentation and surrender thereof at
the office of the Paying Agent in New York, New York, unless SBC shall have
otherwise instructed the Trustee in writing.

    


    (c)  To the extent provided
in the Securities of a Series, (i) interest, if any, on Unregistered Securities
shall be paid only against presentation and surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original
issue discount (as defined in Section 1273 of the Internal Revenue Code of 1986,
as amended), if any, on Unregistered Securities shall be paid only against
presentation and surrender of such Securities, in either case at the office of a
Paying Agent located outside of the United States, unless SBC shall have
otherwise instructed the Trustee in writing.  Principal of
Unregistered Securities shall be paid only against presentation and surrender
thereof as provided in the Securities of a Series.  If at the time a
payment of principal of or interest, if any, or original issue discount, if any,
on an Unregistered Security or coupon shall become due the payment of the full
amount so payable at the office or offices of all the Paying Agents outside the
United States is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
the United States currency, then SBC may instruct the Trustee to make such
payments at the office of a Paying Agent located in the United States, provided
that provision for such payment in the United States would not cause such
Unregistered Security to be treated as a "registration-required obligation"
under United States law and regulations.

    


    SECTION
2.06   Paying Agent to Hold Money in Trust.

    


    SBC will require each Paying Agent for
any Series of Securities other than the Trustee to agree in writing that it will
hold all sums held by it for the payment of principal of and interest on
Securities of that Series in trust for the benefit of the persons entitled
thereto until such sums are paid to such persons or otherwise disposed of as
herein provided, and that the Paying Agent will notify promptly the Trustee of
any default by SBC in making any such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee.  If SBC acts as Paying Agent, it shall segregate the
money held by it for the payment of principal of and interest on any Series of
Securities and hold such money as a separate trust fund.  SBC at any
time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon so doing the Paying Agent shall have no further
liability for the money so paid.

    


    SECTION
2.07   Securityholder Lists; Ownership of
Securities.

    


    (a)  The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
received by or furnished to it of the names and addresses of Holders of
Securities.  If the Trustee is not the Registrar or if Unregistered
Securities are outstanding under the Indenture, SBC shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, any co-Registrar, SBC
or any of its Paying Agents other than the Trustee as to the names and addresses
of Holders of Securities.

    


    (b)  Ownership of Registered
Securities of a Series shall be proved by the register for such Series kept by
the Registrar.  Ownership of Unregistered Securities may be proved by
the production of such Unregistered Securities or by a certificate or affidavit
executed by the person holding such Unregistered Securities or by a depository
with whom such Unregistered Securities were deposited, if the certificate or
affidavit is satisfactory to the Trustee.  SBC, the Trustee, and any
agent of SBC may treat the bearer of any Unregistered Security or coupon and the
person in whose name a Registered Security is registered as the absolute owner
thereof for all purposes.

    


    (c)  Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent
SBC, the Trustee or any agent of SBC or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by a Depository or
impair, as between a Depository and holders of beneficial interests in any
Global Security, the operation of customary practices governing the exercise of
the rights of the Depository as Holder of such Global Security.  None
of SBC, the Trustee, any Paying agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

    


    SECTION
2.08   Registration of Transfer and Exchange.

    


    (a)  When Registered
Securities of a Series are presented to the Registrar with a request to register
their transfer or to exchange them for an equal principal amount of Registered
Securities of the same Series and of like tenor of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its customary requirements for such transactions are met.

    


    (b)  If both Registered and
Unregistered Securities are authorized for a Series of Securities and the terms
of such Securities permit, Unregistered Securities may be exchanged for an equal
principal amount of Registered or Unregistered Securities of the same Series and
of like tenor in any authorized denominations upon delivery to the Registrar (or
a Paying Agent, if the exchange is for Unregistered Securities) of the
Unregistered Security with all unmatured coupons and all matured coupons in
default appertaining thereto and if all other requirements of the Registrar (or
such Paying Agent) and such Securities for such exchange are met.

    


    Notwithstanding the foregoing, the
exchange of Unregistered Securities for Registered Securities will be subject to
the satisfaction of the provisions of United States law and regulations in
effect at the time of such exchange, and no exchange will be made until SBC has
notified the Trustee and the Registrar that, as a result of such exchange, SBC
would not suffer adverse consequences under such law or
regulations.

    


    (c)  To permit registrations
of transfers and exchanges, the Trustee shall authenticate Securities upon
surrender of Securities for registration of transfer or for exchange as provided
in this Section.  SBC will not make any charge for any registration of
transfer or exchange but may require the payment by the party requesting such
registration of transfer or exchange of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith, but not for any
exchange pursuant to Section 2.12, 3.06 or 9.05.

    


    (d)  Neither SBC nor the
Registrar shall be required (i) to issue, register the transfer of or exchange
Securities of any Series for the period beginning at the opening of business 15
days immediately preceding the selection of any such Securities to be redeemed
and ending at the close of business on the day of first publication of the
relevant notice of redemption or, if there is no publication, the mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
Securities of any Series selected, called or being called for redemption as a
whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part.

    


    (e)  Unregistered Securities
or any coupons appertaining thereto shall be transferable by
delivery.

    


    (f)  Notwithstanding the
foregoing, any Global Security shall be exchangeable pursuant to this Section
2.08 for Securities registered in the names of Persons other than the Depository
for such Security or its nominee only if (i) such Depository notifies SBC that
it is unwilling or unable to continue as Depository for such Global Security or
if at any time such Depository ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, (ii) SBC executes and delivers
to the Trustee an Order that such Global Security shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities.  Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as such Depository shall direct.

    


    Notwithstanding any other provision in
this Indenture, a Global Security may not be transferred except as a whole by
the Depository with respect to such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository.

    


    (g)  If at any time the
Depository for the Securities of a Series notifies SBC that it is unwilling or
unable to continue as Depository for the Securities of such Series or if at any
time the Depository for the Securities of such Series shall no longer be
eligible under Section 2.03, SBC shall appoint a successor Depository with
respect to the Securities of such Series. If a successor Depository for the
Securities of such Series is not appointed by SBC within 90 days after SBC
receives such notice or becomes aware of such ineligibility, SBC's election
pursuant to Section 2.02(15) shall no longer be effective with respect to the
Securities of such series and SBC will execute, and the Trustee, upon receipt of
the Order for the authentication and delivery of definitive Securities of such
Series, will authenticate and deliver, Securities of such Series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such Series in exchange for such
Global Security or Securities.

    


    SBC may at any time and in its sole
discretion determine that the Securities of any series issued in the form of one
or more Global Securities shall no longer be represented by such Global Security
or Securities.  In such event SBC will execute, and the Trustee, upon
receipt of the Order for the authentication and delivery of the definitive
Securities of such Series, will authenticate and deliver, Securities of such
Series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such Series
in exchange for such Global Security or Securities.

    


    If (a) there shall have occurred and be
continuing an Event of Default (as defined in Section 6.01) or an event which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default with respect to a Series of Securities issued in the form of one or
more Global Securities, or (b) if specified by SBC pursuant to Section 2.02 with
respect to a Series of Securities, the Depository for such Series of Securities
may surrender a Global Security for such Series of Securities in exchange in
whole or in part for Securities of such Series in definitive
form.  Thereupon, SBC shall execute, and the Trustee shall
authenticate and deliver, without service closing charge:

    


    (i)  to each person specified
by such Depository a new Security or Securities of the same series, of any
authorized denomination as requested by such person in aggregate principal
amount equal to and in exchange for such person's beneficial interest in the
Global Security; and

    


            (ii)  to
such Depository a new Global Security in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders
thereof.

    


    In any exchange provided for in any of
the preceding three paragraphs, SBC will execute and the Trustee will
authenticate and deliver Securities in definitive registered form in authorized
denominations.

    


    Upon the exchange of a Global Security
for Securities in definitive form, such Global Security shall be canceled by the
Trustee.  Registered Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.

    


    SECTION
2.09   Replacement Securities.

    


    (a)  If a mutilated Security
or a Security with a mutilated coupon appertaining to it is surrendered to the
Trustee, SBC shall issue and the Trustee shall authenticate and deliver in
exchange therefor a replacement Registered Security, if such surrendered
security was a Registered Security, or a replacement Unregistered Security with
coupons corresponding to the coupons appertaining to the surrendered Security,
if such surrendered Security was an Unregistered Security, of the same Series
and of like tenor, if the Trustee's requirements are met.

    


    (b)  If the Holder of a
Security claims that the Security or any coupon appertaining thereto has been
lost, destroyed or wrongfully taken, SBC shall issue (and the Trustee shall
authenticate) a replacement Registered Security of like tenor, if such Holder's
claim pertains to a Registered Security, or a replacement Unregistered Security
of like tenor with coupons corresponding to the coupons appertaining to the
lost, destroyed or wrongfully taken Unregistered Security or the Unregistered
Security to which such lost, destroyed or wrongfully taken coupon appertains, if
such Holder's claim pertains to an Unregistered Security, of the same Series and
of like tenor, if the Trustee's requirements are met; provided, however, that
the Trustee or SBC may require any such Holder to provide to the Trustee and SBC
security or indemnity sufficient in the judgment of SBC and the Trustee to
protect SBC, the Trustee, any Agent or any authenticating agent from any loss
which any of them may suffer if a Security or any coupon appertaining thereto is
replaced.  SBC may charge the party requesting a replacement Security
for its expenses in replacing a Security.

    


    (c)  Every replacement
Security is an additional obligation of SBC.

    


    (d)  The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.

    


    SECTION
2.10   Outstanding Securities.

    


    (a)  Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

    


    (b)  If a Security is
replaced pursuant to Section 2.09, it ceases to be outstanding until the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.

    


    (c)  If a Paying Agent (other
than SBC) holds on a redemption date or maturity date money sufficient to pay
all amounts due on Securities of any Series on that date, then on and after that
date all Securities of such Series due on such date cease to be outstanding and
interest on them ceases to accrue, provided that if the Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been
made.

    


    (d)  A Security does not
cease to be outstanding because SBC or an Affiliate holds the
Security.

    


    (e)  In determining whether
the Holders of the requisite principal amount of Securities of any Series have
concurred in any direction, waiver or consent, (i) the principal amount of an
Original Issue Discount Security  that shall be deemed to be
outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the maturity
thereof pursuant to Section 6.02 and (ii) the principal amount of a Security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security.

    


    SECTION
2.11   Treasury Securities.

    


    In determining whether the Holders of
the requisite principal amount of Securities of any Series have concurred in any
direction, waiver or consent, Securities of such Series owned by SBC or an
Affiliate shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities of such Series which the Trustee knows are so owned
shall be so disregarded.  Securities of such Series owned by SBC or
which have been pledged in good faith may be considered by the Trustee if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right to so
act with respect to such Securities and that the pledgee is not SBC or an
Affiliate.

    


    SECTION
2.12   Temporary Securities.

    


    (a)  Until definitive
Registered Securities of any Series are ready for delivery, SBC may prepare and
execute and the Trustee shall authenticate temporary Registered Securities of
such Series.  Temporary Registered Securities of any Series shall be
substantially in the form of definitive Registered Securities of such Series but
may have variations that SBC considers appropriate for temporary
Securities.  Every temporary Registered Security shall be executed by
SBC and authenticated by the Trustee, and registered by the Registrar, upon the
same conditions, and with like effect, as a definitive Registered
Security.  Without unreasonable delay, SBC shall prepare and the
Trustee shall authenticate definitive Registered Securities of the same Series
and of like tenor in exchange for temporary Registered Securities.

    


    (b)  Until definitive
Unregistered Securities of any Series are ready for delivery, SBC may prepare
and execute and the Trustee shall authenticate one or more temporary
Unregistered Securities, which may have coupons attached or which may be in the
form of a single temporary global Unregistered Security of that Series without
coupons.  The temporary Unregistered Security or Securities of any
Series shall be substantially in the form approved by or pursuant to a Board
Resolution and shall be delivered to one of the Paying Agents located outside
the United States or to such other person or persons as SBC shall direct against
such certifications as SBC may from time to time prescribe.  The
temporary Unregistered Security or Securities of a Series shall be executed by
SBC and authenticated by the Trustee upon the same conditions, and with like
effect, as a definitive Unregistered Security of such Series, except as provided
herein or in the Board Resolution or supplemental indenture relating
thereto.  A temporary Unregistered Security or Securities shall be
exchangeable for definitive Unregistered Securities of like tenor at the time
and on the conditions, if any, specified in the temporary Security.

    


    Upon any exchange of a part of a
temporary Unregistered Security of a Series for definitive Unregistered
Securities of such Series and of like tenor, the temporary Unregistered Security
shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its
principal amount by an amount equal to the aggregate principal amount of the
definitive Unregistered Securities of such Series and of like tenor so exchanged
and endorsed.

    


    SECTION
2.13   Cancellation.

    


    SBC at any time may deliver Securities
and coupons to the Trustee for cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Securities and coupons surrendered
to them for registration of transfer, for exchange or for
payment.  The Trustee shall cancel all Securities and coupons
surrendered for registration of transfer, exchange, payment or cancellation and
may dispose of cancelled Securities and coupons as SBC directs; provided,
however, that any Unregistered Securities of a Series delivered to the Trustee
for exchange prior to maturity shall be retained by the Trustee for reissue as
provided herein or in the Securities of such Series.  SBC may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation, provided that the Trustee shall not be required to
destroy cancelled Securities but may be required to deliver such Securities to
SBC upon demand.

    


    SECTION
2.14  Defaulted Interest.

    


    If SBC defaults on a payment of
interest on a Series of Securities, SBC shall pay the defaulted interest as
provided in such Securities or in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be
listed and acceptable to the Trustee.  With respect to Registered
Securities, the Trustee may pay the defaulted interest, plus any interest
payable on the defaulted interest, to the Holders of such Registered Securities
on a subsequent special record date.  SBC shall fix the record date
and the payment date.  At least 15 days before the record date SBC
shall mail to such Holders a notice that states the record date, the payment
date and the amount of interest to be paid.

    


    SECTION
2.15  CUSIP Numbers.

    


    SBC in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

    


    


    ARTICLE
3

    


    REDEMPTION

    


    SECTION
3.01   Notice to Trustee.

    


    SBC may, with respect to any Series of
Securities, reserve the right to redeem and pay such Series of Securities or any
part thereof, or may covenant to redeem and pay the Series of Securities or any
part thereof, before maturity at such time and on such terms as provided for in
such Securities.  If a Series of Securities is redeemable and SBC
wants or is obligated to redeem all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of the Series of Securities to be
redeemed.  SBC shall give such notice at least 75 days before the
redemption date (or such shorter notice as may be acceptable to the
Trustee).

    


    SECTION
3.02   Selection of Securities to be Redeemed.

    


    If less than all the Securities of a
Series are to be redeemed, the Trustee, not more than 75 days prior to the
redemption date, shall select the Securities of the Series to be redeemed pro
rata or by lot or in such other manner as the Trustee shall deem fair and
appropriate.  The Trustee shall make the selection from Securities of
the Series that are outstanding and that have not previously been called for
redemption.  Securities of the Series and portions of them selected by
the Trustee shall be in amounts of $1,000 or integral multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.02(a)(8), in amounts equal to the minimum principal
denomination for each such Series and integral multiples
thereof.  Provisions of this Indenture that apply to Securities of
that Series called for redemption also apply to portions of Securities of that
Series called for redemption.  The Trustee shall promptly notify SBC
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

    


    SECTION
3.03  Notice of Redemption.

    


    (a)  At least 30 days but not
more than 60 days before a redemption date, SBC shall mail a notice of
redemption by first-class mail to each Holder of Registered Securities that are
to be redeemed.

    


    (b)  If Unregistered
Securities are to be redeemed, notice of redemption shall be published in an
Authorized Newspaper in each of The City of New York, London and, if such
Securities to be redeemed are listed on the Luxembourg Stock Exchange,
Luxembourg twice in different calendar weeks, the first publication to be not
less than 30 nor more than 60 days before the redemption date.

    


    (c)  All notices shall
identify the Series of Securities to be redeemed and shall state:

    


    (1)  the redemption date;

    


    (2)  the redemption price;

     

    (3)  if less than all the
outstanding Securities of a Series are to be redeemed, the identification (and,
in the case of partial redemption, the principal amounts) of the particular
Securities to be redeemed;

    


    (4)  the name and address of
the Paying Agent;

    


    (5)  that Securities of the
Series called for redemption and all unmatured coupons, if any, appertaining
thereto must be surrendered to the Paying Agent to collect the redemption price;
and

    


    (6)  that interest on
Securities of the Series called for redemption ceases to accrue on and after the
redemption date.

    


    At SBC's request, the Trustee shall
give the notice of redemption in SBC's name and at its expense.

    


    SECTION
3.04   Effect of Notice of Redemption.

    


    Once notice of redemption is mailed or
published, Securities of a Series called for redemption become due and payable
on the redemption date at the redemption price.  Upon surrender to the
Paying Agent of such Securities together with all unmatured coupons, if any,
appertaining thereto, such Securities shall be paid at the redemption price plus
accrued interest to the redemption date, but installments of interest due on or
prior to the redemption date will be payable, in the case of Unregistered
Securities, to the bearers of the coupons for such interest upon surrender
thereof and, in the case of Registered Securities, to the Holders of such
Securities of record at the close of business on the relevant record
dates.

    


    SECTION
3.05   Deposit of Redemption Price.

    


    On or before the redemption date, SBC
shall deposit with the Trustee money sufficient to pay the redemption price of
and (unless the redemption date shall be an interest payment date) interest
accrued to the redemption date on all Securities to be redeemed on that
date.

    


    SECTION
3.06   Securities Redeemed in Part.

    


    Upon surrender of a Security that is
redeemed in part, SBC shall issue and the Trustee shall authenticate for the
Holder of that Security a new Security or Securities of the same Series and like
tenor and the same form in authorized denominations equal in aggregate principal
amount to the unredeemed portion of the Security surrendered.  If a
Global Security is so surrendered, such new Security so issued shall be a new
Global Security.

    


    ARTICLE
4

    


    COVENANTS

    


    SECTION
4.01   Payment of Securities.

    


    SBC shall pay or cause to be paid the
principal of and interest on the Securities on the dates and in the manner
provided herein and in the Securities.

    


    SBC shall pay interest on overdue
principal of a Security of any Series at the rate of interest (or, in the case
of Original Issue Discount Securities, Yield to Maturity) borne by the
Securities of that Series, and, to the extent lawful, it shall pay interest on
overdue installments of interest at the same rate.

    


    SECTION
4.02   Reports by SBC.

    


    SBC agrees:

    


    (a)  to file with the
Trustee, within 15 days after SBC is required to file the same with the SEC,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may from time to
time by rules and regulations prescribe) which SBC may be required to file with
the SEC pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934, as amended; or, if SBC is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the SEC, in accordance with rules and regulations prescribed from time to
time by the SEC, such of the supplementary and periodic information, documents
and reports which may be required pursuant to section 13 of the Securities
Exchange Act of 1934, as amended, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

    


    (b)  to file with the Trustee
and the SEC, in accordance with the rules and regulations prescribed from time
to time by the SEC, such additional information, documents, and reports with
respect to compliance by SBC with the conditions and covenants provided for in
this Indenture as may be required from time to time by such rules and
regulations; and

    


    (c)  to transmit by mail to
all Holders of Registered Securities, as the names and addresses of such Holders
appear on the register for each Series of Securities, to such Holders of
Unregistered Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose
and to all Holders of Securities whose names and addresses have been furnished
to the Trustee pursuant to Section 2.07, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports
required to be filed by the SBC pursuant to subsections (a) and (b) of this
Section 4.02 as may be required by rules and regulations prescribed from time to
time by the SEC.

    


    SECTION
4.03  Statement as to Compliance.

    


    SBC will deliver to the Trustee
annually, commencing March 1, 1998, a certificate, from its principal executive
officer, principal financial officer or principal accounting officer, stating
whether or not to the best knowledge of the signer thereof the Company is in
compliance (without regard to periods of grace or notice requirements) with all
conditions and covenants under this Indenture, and if SBC shall not be in
compliance, specifying such non-compliance and the nature and status thereof of
which such signer may have knowledge.

    


    SECTION
4.04  Calculation of Original Issue Discount.

    


    SBC shall file with the Trustee
promptly at the end of each calendar year a written notice specifying the amount
of original issue discount (including daily rates and accrual periods) accrued
on outstanding Securities as of the end of such year.

    


    


    ARTICLE
5

    


    SUCCESSORS

    


    


    SECTION
5.01   When SBC May Merge, etc.

    


     SBC may not consolidate with, or
merge into, or be merged into, or transfer or lease its properties and assets
substantially as an entirety to, any person, unless the person is a corporation
organized under the laws of the United States, any State thereof or the District
of Columbia, the person assumes by supplemental indenture all the obligations of
SBC under this Indenture and the Securities and any coupons appertaining
thereto, shall have provided for conversion or exchange rights in accordance
with the terms of any Securities contemplating conversion or exchange pursuant
to Section 2.01(a)(14),  and,
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing.  The surviving, transferee or lessee corporation
shall be the successor to SBC and SBC, except in the case of a lease, shall be
relieved of all obligations under this Indenture and the
Securities.

    


    


    ARTICLE
6

    


    DEFAULTS
AND REMEDIES

    


    SECTIONS
6.01   Events of Default.

    


    An "Event of Default" occurs with
respect to the Securities of any Series if:

    


    (1)  SBC defaults in the
payment of interest on any Security of that Series when the same becomes due and
payable and the Default continues for a period of 90 days;

    


    (2)  SBC defaults in the
payment of the principal of any Security of that Series when the same becomes
due and payable at maturity, upon redemption or otherwise;

    


    (3)  SBC fails to comply with
any of its other agreements in the Securities of that Series, or in any
supplemental indenture under which the Securities of that Series may have been
issued or in the Indenture (other than an agreement included solely for the
benefit of Series of Securities other than that Series) and the Default
continues for the period and after the notice specified below;

    


    (4)  SBC pursuant to or
within the meaning of any Bankruptcy Law:

    


    (A)  commences a voluntary
case,

    


    (B)  consents to the entry of
an order for relief against it in an involuntary case,

    


    (C)  consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or

    


    (D)  makes a general
assignment for the benefit of its creditors; or

    


    (5)  a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law
that:

    


    (A)  is for relief against
SBC in an involuntary case,

    


    (B)  appoints a Custodian of
SBC or for all or substantially all of its property, or

    


    (C)  orders the liquidation
of SBC, and the order or decree remains unstayed and in effect for 60
days.

    


    The term "Bankruptcy Law" means Title
11, U.S. Code or any similar federal or state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

    


    A Default under clause (3) is not an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of all the outstanding Securities of that Series notify SBC (and the
Trustee in the case of notification by such Holders) of the Default and SBC does
not cure the Default within 90 days after receipt of the notice.  The
notice must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default".

    


    Upon receipt by the Trustee of any
Notice of Default pursuant to this Section 6.01 with respect to Securities of a
Series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of outstanding Securities of such
Series entitled to join in such Notice of Default, which record date shall be at
the close of business on the day the Trustee receives such Notice of
Default.  The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such Notice of
Default, whether or not such Holders remain Holders after such record date;
provided, that
unless Holders of at least 10% in principal amount of the outstanding Securities
of such Series, or their proxies, shall have joined in such Notice of Default
prior to the day which is 90 days after such record date, such Notice of Default
shall automatically and without further action by any Holder be canceled and of
no further effect.  Nothing in this paragraph shall prevent a Holder,
or a proxy of a Holder, from giving, after expiration of such 90-day period, a
new Notice of Default identical to a Notice of Default which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section
6.01.

    


    SECTION
6.02   Acceleration.

    


    If an Event of Default occurs with
respect to the Securities of any Series and is continuing, the Trustee, by
notice to SBC, or the Holders of at least 25% in principal amount of all of the
outstanding Securities of that Series, by notice to SBC and the Trustee, may
declare the principal (or, if any of the Securities of that Series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) of, and any accrued
interest on, all the Securities of that Series to be due and
payable.  Upon such declaration, such principal (or, in the case of
Original Issue Discount Securities, such specified amount) and any accrued
interest shall be due and payable immediately.  The Holders of a
majority in principal amount of all of the Securities of that Series, by notice
to SBC and the Trustee, may rescind such acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that have become due solely because of the
acceleration.

    


    Upon receipt by the Trustee of any
declaration of acceleration, or rescission thereof, with respect to Securities
of a Series all or part of which is represented by a Global Security, the
Trustee shall establish a record date for determining Holders of outstanding
Securities of such Series entitled to join in such declaration of acceleration,
or rescission, as the case may be, which record date shall be at the close of
business on the date the Trustee receives such declaration of acceleration, or
rescission, as the case may be.  The Holders on such record date, or
their duly designated proxies, and only such persons, shall be entitled to join
in such declaration of acceleration, or rescission, as the case may be, whether
or not such Holders remain Holders after such record date; provided, that unless
such declaration of acceleration, or rescission, as the case may be, shall have
become effective by virtue of the requisite percentage having been obtained
prior to the day which is 90 days after such record date, such declaration of
acceleration, or rescission, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further
effect.  Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new
declaration of acceleration, or rescission thereof, as the case may be, that is
identical to a declaration of acceleration, or rescission thereof, which has
been canceled pursuant to the proviso to the preceding sentence, in which even a
new record date shall be established pursuant to the provisions of this Section
6.02.

    


    SECTION
6.03   Other Remedies Available to Trustee.

    


    (a)  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of and interest on the Securities of the Series that is
in Default or to enforce the performance of any provision of the Securities of
that Series or this Indenture.

    


    (b)  The Trustee may maintain
a proceeding even if it does not possess any of the Securities or does not
produce any of them in the proceeding.  A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default.  To the extent permitted by
law no remedy is exclusive of any other remedy and all available remedies are
cumulative.

    


    SECTION
6.04   Waiver of Existing Defaults.

    


    The Holders of a majority in principal
amount of any Series of Securities by notice to the Trustee may waive an
existing Default with respect to that Series and its consequences except a
Default in the payment of principal of or interest on any Security.

    


    SBC may, but shall not be obligated to,
fix a record date for the purpose of determining the Persons entitled to waive
any past default hereunder.  If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to waive any default hereunder, whether or not such Holders remain
Holders after such record date; provided, that unless
such majority in principal amount shall have waived such default prior to the
date which is 90 days after such record date, any such waiver previously given
shall automatically and without further action by any Holder be canceled and of
no further effect.

    


    SECTION
6.05   Control by Majority.

    


    The Holders of a majority in principal
amount of the Securities of each Series affected (with each such Series voting
as a class) may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to Securities of that Series.  However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that is unduly prejudicial to the rights of the Securityholders of
that Series.

    


    Upon receipt by the Trustee of any such
direction with respect to Securities of a Series all or part of which is
represented by a Global Security, the Trustee shall establish a record date for
determining Holders of outstanding Securities of such Series entitled to join in
such direction, which record date shall be at the close of business on the day
the Trustee receives such direction.  The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such direction, whether or not such Holders remain Holders after such
record date; provided, that unless
such majority in principal amount shall have been obtained prior to the day
which is 90 days after such record date, such direction shall automatically and
without further action by any Holder be canceled and of no further
effect.  Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new
direction identical to a direction which has been canceled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.05.

    


    SECTION
6.06   Limitation on Suits by Securityholders.

    


    A Securityholder may pursue a remedy
with respect to this Indenture or the Securities of any Series only
if:

    


    (1)  the Holder gives to the
Trustee written notice of a continuing Event of Default with respect to
Securities of that Series;

    


    (2)  the Holders of at least
25% in principal amount of the Securities of that Series make a written request
to the Trustee to pursue the remedy;

    


    (3)  such Holder or Holders
offer to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense to be, or which may be, incurred by the Trustee in pursuing
the remedy;

    


    (4)  the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of indemnity; and

    


    (5)  during such 60-day
period, the Holders of a majority in principal amount of the Securities of that
Series do not give the Trustee a direction inconsistent with the
request.

    


    A Securityholder of any Series may not
use this Indenture to prejudice the rights of another Securityholder of that
Series or any other Series or to obtain a preference or priority over another
Securityholder of that Series or any other Series.

    


    SECTION
6.07   Rights of Holders to Receive Payment.

    


    Notwithstanding any other provision of
this Indenture, the right of any Holder of a Security to receive payment of
principal of and (subject to Section 2.14) interest on the Security (whether at
maturity or upon redemption), on or after the respective due dates expressed in
the Security, the right of any Holder of a Security of a Series the terms of
which provide for conversion or exchange as contemplated in Section 2.01(a)(14)
to have the Security be converted or exchanged as so provided, and the right of
any Holder of a coupon to receive payment of (subject to Section 2.14) interest
due as provided in such coupon, or to bring suit for the enforcement of any such
payment on or after such respective dates or any such conversion or exchange
right, shall not be impaired or affected without the consent of such
Holder.

    


    SECTION
6.08   Collection Suits by Trustee.

    


    If an Event of Default specified in
Section 6.01(1) or (2) occurs with respect to Securities of any Series and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against SBC for the whole amount of the principal of and
interest on Securities of that Series remaining unpaid.

    


    SECTION.
6.09   Trustee May File Proofs of Claim.

    


    The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable, and take
any and all actions authorized under the TIA, in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relating to
SBC (or any other obligor upon the Securities), its creditors or its
property.

    


    SECTION
6.10   Priorities.

    


    If the Trustee collects any money
pursuant to this Article, it shall pay out the money in the following
order:

    


    FIRST:  to the Trustee for
amounts due under Section 7.07;

    


    SECOND:  to Holders of
Securities in respect of which or for the benefit of which such money has been
collected for amounts due and unpaid on such Securities for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and interest,
respectively; and

    


    THIRD:  to SBC.

    


    The Trustee may fix a record date (with
respect to Registered Securities) and payment date for any such payment to
Holders of Securities.

    


    SECTION
6.11   Undertaking for Costs.

    


    In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable attorneys'
fees, against any party litigant in the suit, in the manner and to the extent
provided in the TIA.  This Section does not apply to a suit by SBC,
the Trustee, a Holder pursuant to Section 6.07, or a Holder or Holders of more
than 10% in principal amount of the Securities of any Series.

    


    


    ARTICLE
7

    


    TRUSTEE

    


    SECTION
7.01   Duties of Trustee.

    


    (a) The duties and responsibilities of
the Trustee shall be as provided by the TIA.  If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of its rights
and powers under this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

    


    (b)  Except during the
continuance of an Event of Default:

    


    (1)  Subject to the
provisions of the TIA, the Trustee need perform only those duties that are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.

    


    (2)  In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).

    


    (c)  The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

    


    (1)  This paragraph does not
limit the effect of paragraph (b) of this Section.

    


    (2)  The Trustee shall not be
liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent
facts.

    


    (3)  The Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section
6.05.

    


    (d)  Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section.

    


    (e)  The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

    


    (f)  The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
with SBC.  Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

    


    (g)  Except as expressly
provided herein, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

    


    SECTION
7.02   Rights of Trustee.

    


    (a)  The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.

    (b)  Before the Trustee acts
or refrains from acting, it may consult with counsel of its selection after
consultation with SBC or require an Officers' Certificate or an Opinion of
Counsel.  The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on a Board Resolution, an Officers'
Certificate, an Opinion of Counsel or the advice of counsel selected in
consultation with SBC.

    


    (c)  The Trustee may act
through agents and shall not be responsible for the misconduct or negligence of
any agent appointed with due care.

    


    (d)  The Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

    


    (e)  The Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

    


    SECTION
7.03   Individual Rights of Trustee.

    


    The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise
deal with SBC or an Affiliate with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like
rights.  However, the Trustee is subject to Sections 7.10 and
7.11.

    


    SECTION
7.04   Trustee's Disclaimer.

    


    The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, shall not be
accountable for SBC's use of the proceeds from the Securities and shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

    


    SECTION
7.05   Notice of Defaults.

    


    If a Default occurs and is continuing
with respect to the Securities of any Series and if it is known to the Trustee,
the Trustee shall mail to each Holder of a Security of that Series entitled to
receive reports pursuant to Section 4.02(c) (and, if Unregistered Securities of
that Series are outstanding, shall cause to be published at least once in an
Authorized Newspaper in each of The City of New York, London and, if Securities
of that Series are listed on the Luxembourg Stock Exchange, Luxembourg) notice
of the Default as and to the extent provided by the TIA.  Except in
the case of a Default in payment on the Securities of any Series, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding such notice is in the
interests of Securityholders of that Series.

    


    SECTION
7.06   Reports by Trustee to Holders.

    


    (a)  Within 60 days after
each anniversary date of the first issue of a Series of Securities, the Trustee
shall mail to each Securityholder of that Series entitled to receive reports
pursuant to Section 4.02(c) a brief report, dated as of such date, that complies
with TIA Section 313(a).  The Trustee also shall comply with TIA
Section 313(b)(2).

    


    (b)  At the time that it
mails such a report to Securityholders of any Series, the Trustee shall file a
copy of that report with the SEC and with each stock exchange on which the
Securities of that Series are listed.  SBC shall provide written
notice to the Trustee when the Securities of any Series are listed on any stock
exchange.

    


    SECTION
7.07   Compensation and Indemnity.

    


    (a)  SBC shall pay to the
Trustee from time to time such compensation as SBC and the Trustee shall from
time to time agree in writing for all services rendered by the Trustee
hereunder.  The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust.  SBC shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred by
it in connection with the performance of its duties under this
Indenture.  Such expenses shall include the reasonable compensation
and out-of-pocket expenses of the Trustee's agents and counsel.

    


    (b)  SBC shall indemnify each
of the Trustee or any successor Trustee for, and hold the Trustee harmless
against, any and all loss, damage, claims, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee), arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of the Trustee's powers or duties hereunder, except to the
extent that such loss, damage, claim, liability or expense is due to the
Trustee's own negligence or bad faith.  The Trustee shall notify SBC
promptly of any claim for which it may seek indemnity.  SBC shall
defend the claim and the Trustee shall cooperate in the defense.  The
Trustee may have separate counsel and SBC shall pay the reasonable fees and
expenses of such counsel.  SBC need not pay for any settlement made
without its consent.

    


    (c)  SBC need not reimburse
any expense or indemnify against any loss or liability incurred by the Trustee
through its negligence or bad faith.

    


    (d)  To secure the payment
obligations of SBC pursuant to this Section, the Trustee shall have a lien prior
to the Securities of any Series on all money or property held or collected by
the Trustee, except that held in trust to pay principal of and interest on
particular Securities of a Series.

    


    (e)  If the Trustee incurs
expenses or renders services after an Event of Default specified in Section
6.01(4) or (5) occurs, such expenses and the compensation for such services are
intended to constitute expenses of administration under any Bankruptcy
Law.

    


    (f)  The provisions of this
Section 7.07 shall survive termination of this Indenture and the resignation or
removal of the Trustee.

    


    SECTION
7.08   Replacement of Trustee.

    


    (a)  The resignation or
removal of the Trustee and the appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

    


    (b)  The Trustee may resign
with respect to the Securities of any Series by so notifying SBC.  The
Holders of a majority in principal amount of the Securities of any Series may
remove the Trustee with respect to that Series by so notifying the Trustee and
SBC.  SBC may remove the Trustee with respect to Securities of any
Series if:

    


    (1)  the Trustee fails to comply with Section 7.10;

    


    (2)  the Trustee is adjudged a bankrupt or an
insolvent;

    


    (3)  a receiver or public
officer takes charge of the Trustee or its property; or

    


    (4)  the Trustee becomes
incapable of acting.

    


    (c)  If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason
with respect to Securities of any Series, SBC shall promptly appoint a successor
Trustee for such Series.  Within one year after a successor Trustee
with respect to the Securities of any Series takes office the Holders of a
majority in principal amount of Securities of that Series may appoint a
successor Trustee with respect to the Securities of that Series to replace the
successor Trustee appointed by SBC.

    


    (d)  If a successor Trustee
with respect to the Securities of any Series does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, SBC or
the Holders of at least 10% in principal amount of the Securities of the
applicable Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
Series.

    


    (e)  If the Trustee with
respect to the Securities of any Series fails to comply with Section 7.10, any
Securityholder of the applicable Series may petition any court of competent
jurisdiction for the removal of such Trustee and the appointment of a successor
Trustee.

    


    (f)  A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee
and SBC.  Thereupon, the resignation or removal of the retiring
Trustee for any Series of Securities shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the retiring Trustee
with respect to all Series of Securities for which the successor Trustee is to
be acting as Trustee under this Indenture.  The retiring Trustee shall
promptly transfer all property held by it as Trustee with respect to such Series
of Securities to the successor Trustee subject to the lien provided for in
Section 7.07.  SBC shall give notice of each appointment of a
successor Trustee for any Series of Securities by mailing written notice of such
event by first-class mail to the Holders of Securities of such Series entitled
to receive reports pursuant to Section 4.03(c) and, if any Unregistered
Securities are outstanding, by publishing notice of such event once in an
Authorized Newspaper in each of The City of New York, London, and, if Securities
of that Series are listed on the Luxembourg Stock Exchange,
Luxembourg.

    


    (g)  All provisions of this
Section 7.08 except subparagraphs (b)(1), (e) and (h) and the words "subject to
the lien provided for in Section 7.07" in subparagraph (f) shall apply also to
any Paying Agent located outside the United States and its possessions and
required by Section 2.04.

    


    (h)  In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) Series, SBC, the retiring Trustee and such successor
Trustee shall execute and deliver a supplemental indenture wherein such
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those Series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those Series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such
Trustee.

    


    SECTION
7.09   Successor Trustee, Agents by Merger, etc.

    


    If the Trustee or any Agent
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business assets to, another corporation, the
successor corporation, without any further act, shall be the successor Trustee
or Agent, as the case may be.

    


    SECTION
7.10   Eligibility; Disqualification.

    


    This Indenture shall always have a
Trustee with respect to each Series of Securities which satisfies the
requirements of TIA Section 310(a)(1).  The Trustee shall always have
a combined capital and surplus of at least $100,000,000, as set forth in its
most recent published annual report of condition.  If the Trustee has
or shall acquire a conflicting interest within the meaning of the TIA, the
Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the TIA and this
Indenture.  To the extent permitted by the TIA, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one Series or a trustee under
all indentures now or hereafter existing pursuant to which indenture securities
have been issued on which SBC is an obligor and which may be excluded under the
proviso of TIA Section 310(b)(1).

    


    SECTION
7.11   Preferential Collection of Claims Against
SBC.

    


    If and when the Trustee shall be or
become a creditor of SBC (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the TIA regarding the collection of claims
against SBC (or any such other obligor).

    


    ARTICLE
8

    


    DISCHARGE
OF INDENTURE

    


    SECTION
8.01   Termination of SBC's Obligations.

    


    (a)  SBC reserves the right
to terminate all of its obligations under (i) this Indenture and the Securities,
or (ii) the Securities of any Series if SBC irrevocably deposits in trust with
the Trustee money or U.S. Government Obligations sufficient to pay, when due,
the principal of and any interest on all the Securities or all the Securities of
that Series, as the case may be, to maturity or redemption and if all other
conditions set forth in the Securities of that Series are
met.  However, SBC's obligations in Sections 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.15, 4.01, 7.07, 7.08, 8.03 and 8.04 shall survive until the
Securities are no longer outstanding.  Thereafter SBC's obligations in
Sections 7.07, 8.03 and 8.04 shall survive.  Unless otherwise provided
in the terms of Securities of a Series that are convertible or exchangeable as
contemplated in Section 2.01(a)(14), SBC shall not be entitled to terminate its
obligations under the Securities of that Series pursuant to this Section
8.01.

    


    (b)  Before or after a
deposit SBC may make arrangements satisfactory to the Trustee for the redemption
of Securities at a future date in accordance with Article 3.

    


    (c)  After a deposit by SBC
in accordance with this Section in respect of the Securities of a Series, the
Trustee upon request shall acknowledge in writing the discharge of SBC's
obligations under the Securities of the Series in respect of which the deposit
has been made and this Indenture with respect to the Securities of that Series
except for those surviving obligations specified above.

    


    (d)  In order to have money
available on a payment date to pay principal of and interest on the Securities
of any Series, the U.S. Government Obligations shall be payable as to principal
or interest on or before such payment date in such amounts as will provide the
necessary money.

    


    (e)  "U.S. Government
Obligations" means:

    


    (i)  direct obligations of
the United States of America for the payment of which the full faith and credit
of the United States of America are pledged; or

    


    (ii)  obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America pursuant to authority granted by the Congress of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America;

    


    provided,
however, that U.S. Government Obligations shall not be callable at the issuer's
option.

    


    SECTION
8.02   Application of Trust Money.

    


    The Trustee shall hold in trust all
money or U.S. Government Obligations deposited with it pursuant to Section
8.01.  It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities of each
Series in respect of which the deposit shall have been made.

    


    SECTION
8.03   Repayment to SBC.

    


    (a)  The Trustee and the
Paying Agent shall promptly pay to SBC upon request any excess money or
securities held by them at any time.

    


    (b)  The Trustee and the
Paying Agent shall pay to SBC upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years after such
principal or interest became due.  After payment to SBC,
Securityholders entitled to the money must look to SBC for payment as general
creditors unless an applicable abandoned property law designates another
person.

    


    SECTION
8.04   Indemnity for Government Obligations.

    


    SBC shall pay and shall indemnify the
Trustee and each Securityholder of each Series in respect of which the deposit
shall have been made against any tax, fee or other charge imposed on or assessed
against deposited U.S. Government Obligations or the principal and interest
received on such obligations.

    


    


    ARTICLE
9

    


    AMENDMENTS
AND WAIVERS

    


    SECTION
9.01   Without Consent of Holders.

    


    SBC and the Trustee may enter into one
or more supplemental indentures without consent of any Securityholder for any of
the following purposes:

    


    (1)  to cure any ambiguity,
defect or inconsistency herein or in the Securities of any Series;

    


    (2)  to provide for the
issuance of and establish the form and terms and conditions of Securities of any
Series as provided in Section 2.02, and to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or any Series of Securities;

    


    (3)  to secure the Securities
pursuant to Section 4.02;

    


    (4)  to comply with Section
5.01 or 5.02;

    


    (5)  to provide for
uncertificated Securities in addition to or in place of certificated
Securities;

    


    (6)  to add to the rights of
the Holders of any Series of Securities or to surrender any right or power
herein conferred on SBC;

    


    (7)  to make provision with
respect to the conversion or exchange rights of Holders pursuant to the
requirements of the terms of Securities of a Series that is convertible or
exchangeable as contemplated in Section 2.01(a)(14); or

    


    (8)  to make any change that
does not adversely affect the rights of any Securityholder.

    


    SECTION
9.02   With Consent of Holders.

    


    (a)  With the written consent
of the Holders of a majority in principal amount of the outstanding Securities
of each Series affected by such supplemental indenture (with each Series voting
as a class), SBC and the Trustee may enter into a supplemental indenture to add
any provisions to or to change or eliminate any provisions of this Indenture or
of any supplemental indenture or to modify, in each case in any manner not
covered by Section 9.01, the rights of the Securityholders of each such
Series.  The Holders of a majority in principal amount of the
outstanding Securities of each Series affected by such waiver (with each Series
voting as a class), by notice to the Trustee, may waive compliance by SBC with
any provision of this Indenture, any supplemental indenture or the Securities of
any such Series except a Default in the payment of the principal of or interest
on a Security.  However, without the consent of each Securityholder
affected, an amendment or waiver may not:

    


    (1)  reduce the amount of
Securities whose Holders must consent to an amendment or waiver;

    


    (2)  reduce the rate of or
change the time for payment of interest on any Security;

    


    (3)  reduce the principal of
or change the fixed maturity of any Security;

    


    (4)  waive a Default in the
payment of the principal of or interest on any Security;

    


    (5)  make any Security
payable in currency other than that stated in the Security;

    


    (6)  adversely affect the
right to convert or exchange, as provided in the terms thereof, any Security
that is convertible or exchangeable as contemplated in Section 2.01(a)(14);
or

    


    (7)  make any change in
Section 6.04, 6.07 or 9.02(a) (third sentence).

    


    (b)  SBC may, but shall not
be obligated to, fix a record date for the purpose of determining the Persons
entitled to consent to any indenture supplemental hereto.  If a record
date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such
record date; provided, that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be canceled and of no further effect.

    


    (c)  It is not necessary
under this Section 9.02 for the Security- holders to consent to the particular
form of any proposed supplemental indenture, but it is sufficient if they
consent to the substance thereof.

    


    (d)  Promptly after the
execution by SBC and the Trustee of any supplemental indenture pursuant to the
provisions of this Section 9.02, SBC shall transmit by mail a notice, setting
forth in general terms the substance of such supplemental indenture, to all
Holders of Registered Securities, as the names and addresses of such Holders
appear on the register for each Series of Securities, and to such Holders of
Unregistered Securities as are entitled to receive reports pursuant to Section
4.02(c).  Any failure of SBC to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

    


    SECTION
9.03   Compliance with Trust Indenture Act.

    


    Every amendment to this Indenture or
the Securities of one or more Series shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.

    


    SECTION
9.04   Revocation and Effect of Consents.

    


    Until an amendment or waiver becomes
effective, a consent to it by a Holder of a Security is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent is not made on any Security.  However, any
such Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective.  After an
amendment or waiver becomes effective, it shall bind every Securityholder of
each Series affected by such amendment or waiver.

    


    SECTION
9.05   Notation on or Exchange of Securities.

    


    The Trustee may place an appropriate
notation about an amendment or waiver on any Security of any Series thereafter
authenticated.  SBC in exchange for Securities of that Series may
issue and the Trustee shall authenticate new Securities of that Series that
reflect the amendment or waiver.

    


    SECTION
9.06   Trustee Protected.

    


    The Trustee need not sign any
supplemental indenture that is reasonably likely to adversely affect its
rights.

    


    SECTION
9.07  Execution of Supplemental Indentures.

    


    In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.

    


    


    ARTICLE
10

    


    MISCELLANEOUS

    


    SECTION
10.01   Trust Indenture Act Controls.

    


    If any provision of this Indenture
limits, qualifies or conflicts with another provision of the TIA that is
required under the TIA to be a part of and govern this Indenture, the latter
provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the TIA which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

    


    SECTION
10.02   Notices.

    


    (a)  Any notice or
communication by SBC or the Trustee to the other is duly given if in writing and
delivered in person or mailed by first-class mail:

    


    if to SBC to:

    


    SBC Communications Inc.

    175 E. Houston Street

    San Antonio, Texas
78205-4105

    
       

      Attention:Assistant
Treasurer-Corporate Finance

    

     

     

    if to the Trustee to:

    


    The Bank of New York

    101 Barclay Street

    Floor 21 West

    New York, New
York  10286

    


    Attention:  Corporate Trust
Administration

    


    (b)  SBC or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications.

    


    (c)  Any notice or
communication to Holders of Securities entitled to receive reports pursuant to
Section 4.02(c) shall be mailed by first-class mail to the addresses for Holders
of Registered Securities shown on the register kept by the Registrar and to
addresses filed with the Trustee for other Holders.  Failure to so
mail a notice or communication or any defect in such notice or communication
shall not affect its sufficiency with respect to other Holders of Securities of
that or any other Series entitled to receive notice.

    


    (d)  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.

    


    (e)  If SBC mails a notice or
communication to Securityholders, it shall mail a copy to the Trustee and to
each Agent at the same time.

    


    (f)  If it shall be
impractical in the opinion of the Trustee or SBC to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.

    


    (g)  All other notices or
communications will be in writing.

    


    (h)  All notices or other
communications given to the Trustee shall be effective when actually received by
the Trustee.

    


    SECTION
10.03   Communication by Holders with Other Holders.

    


    The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the TIA.

    


    SECTION
10.04   Certificate and Opinion as to Conditions
Precedent.

    


    Upon any request or application by SBC
to the Trustee to take any action under this Indenture, SBC shall furnish to the
Trustee:

    


    (1)  an Officers' Certificate
stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with; and

    


    (2)  an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.

    


    SECTION
10.05   Statements Required in Certificate or
Opinion.

    


    Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture shall comply with the requirements of the TIA and shall
include:

    


    (1)  a statement that the
person making such certificate or opinion has read such covenant or condition
and related definitions;

    


    (2)  a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are
based;

    


    (3)  a statement that, in the
opinion of such person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

    


    (4)  a statement as to
whether or not, in the opinion of such person, such condition or covenant has
been complied with.

    


    SECTION
10.06   Rules by Trustee and Agents.

    


    The Trustee may make reasonable rules
for action by or a meeting of Securityholders of one or more
Series.  The Paying Agent or Registrar may make reasonable rules and
set reasonable requirements for its functions.

    


    SECTION
10.07   Legal Holidays.

    


    A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be
open.  If a payment date or a date for conversion or exchange is a
Legal Holiday at a place of payment, conversion or exchange, then such payment,
conversion or exchange may be made at such place on the next succeeding day this
is not a Legal Holiday with the same force and effect as if made on such date,
and no interest shall accrue for the intervening period.

    


    SECTION
10.08   Governing Law.

    


    The laws of the State of New York shall
govern this Indenture, the Securities and any coupons appertaining thereto
without regard to principles of conflicts of laws.

    


    SECTION
10.09   No Adverse Interpretation of Other
Agreements.

    


    This Indenture may not be used to
interpret another indenture, loan or debt agreement of SBC or any
Affiliate.  No such indenture, loan or debt agreement may be used to
interpret this Indenture.

    


    SECTION
10.10   No Recourse Against Others.

    


    No director, officer, employee or
stockholder, as such, of SBC shall have any liability for any obligation of SBC
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  Each
Securityholder by accepting a Security waives and releases all such
liability.  The waiver and release are part of the consideration for
the issue of the Securities.

    


    SECTION
10.11  Acts of Holders.

    


    (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to SBC.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of Holders signing such instrument or instruments.  Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and conclusive in favor of
the Trustee and SBC, if made in the manner provided in this
Section.

    


    (b)  The fact and date of the
execution by any Person of any such instrument or writing may be provided by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof.  Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority.  The fact and date
of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

    


    (c)  The ownership of
Unregistered Securities may be proved by the production of such Unregistered
Securities or by a certificate executed by any trust company, bank, banker or
other depository, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person has on deposit with such depository, or exhibited to it, the Unregistered
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Unregistered Securities, if such
certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and SBC may assume that such ownership of
any Unregistered Security continues until (i) another such certificate or
affidavit bearing a later date issued in respect of the same Unregistered
Security is produced, (ii) such Unregistered Security is produced to the Trustee
by some other Person, (iii) such Unregistered Security is surrendered in
exchange for a Registered Security or (iv) such Unregistered Security is no
longer outstanding.  The ownership of Unregistered Securities may also
be proved in any other manner which the Trustee deems sufficient.

    


    (d)  The ownership of
Registered Securities shall be proved by the Registrar.

    


    (e)  Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Security shall bind every future Holder of the same Security and the holder
of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or SBC in reliance thereon, whether or not
notation of such action is made upon such Security.

    


    SECTION
10.12   Execution in Counterparts.

    


    This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.

    


    


    SBC COMMUNICATIONS INC.

    


    
      
         

        
          
            	 	 By:  
      /s/ Donald E.
      Kiernan
	
                     

                  	
                       Title: 
      Senior Vice President,  

                  


          

          
            	
                    
                         

                    

                  	
                    Treasuer
      and Chief

                  	
                    
                       

                    

                  


          

          
            	
                    
                              
      

                    

                  	
                    Financial
      Officer   

                  	
                       

                  


          

        

      

      

 

    

    


    (SEAL)

    


    ATTEST:

    


    


    /s/Wayne
Wirtz

    Title:  Assistant
Secretary

    


    THE BANK OF NEW YORK

     

     

    
      
        
          
            
              	 	 By:  
      /s/ Remo
Reale
	
                       

                    	
                         Title: 
      Assistant Vice President

                    


            

            
              	
                      
                           

                      

                    	
                       

                    	
                      
                         

                      

                    


            

            
              	
                      
                                
      

                      

                    	
                       

                    	
                         

                    


            

          

        

        
 

      

    

    (SEAL)

    


    ATTEST:

    


    


    /s/Mary
LaGumina

    Title:
Assistant Vice President