Exhibit 10-h








                                SALARY AND
                      INCENTIVE AWARD DEFERRAL PLAN


















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

                              TABLE OF CONTENTS
Subject                                                          Page

Article 1 Statement of Purpose....................................1

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

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

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

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

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

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

Article 6 Transition Provisions...................................8

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

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

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

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

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

                           SBC COMMUNICATIONS INC.

                   SALARY AND INCENTIVE AWARD DEFERRAL PLAN

                    As amended through September 29, 2000

Article 1 - Statement of Purpose

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


Article 2 - Definitions

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

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

      (a) annual base salary.

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

      Business Day.  Any day during regular business hours that SBC is open
for business.

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

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

      Declared Rate.  The interest rate for each calendar year as determined
by the Senior Executive Vice President-Human Resources, with the concurrence
of the Senior Executive Vice President, Chief Financial Officer and Treasurer
and announced on or before January 1 of the applicable calendar year.
However, in no event will the Declared Rate for any calendar be less than the
Moody's Corporate Bond Yield Average-Monthly Average Corporates as published
by Moody's Investor's Service, Inc. (or any successor thereto) for the month
of September before the calendar year in question, or, if such yield is no
longer published, a substantially similar average selected by the Senior
Executive Vice President-Human Resources or his or her successor.

      Disability.  Absence of an Employee from work with an Employer under
the relevant Employer's disability plan, but only while such Employee is
deemed by the Employer to be an Employee of such Employer.

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

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

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

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

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

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

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

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

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

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

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

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

      Pre-Tax Account.  The account maintained on a pre-tax basis on the
books of account of SBC for each Participant.

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

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

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

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

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

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

               Actual NCS + 5 Years         Actual Age + 5 Years

                  10 years or more              65 or older
                  20 years or more              55 or older
                  25 years or more              50 or older
                  30 years or more              Any age

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


Article 3 - Administration of the Plan

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


Article 4 - Contributions

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

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

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

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

            (i) An Employee who is an Eligible Employee as of September 30
            may make an election on or prior to the last Business Day of the
            immediately following November with respect to the contribution
            of Base Compensation and/or Incentive Awards paid on or after the
            immediately following January 1.

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

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

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

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

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

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

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

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


Article 5 - Distributions

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

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

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

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

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

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

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

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

      (h) Notwithstanding the other provisions of this Section 5.1 to the
contrary, but subject to the provisions of Section 5.2(b), a Participant who
was a Participant on, and made contributions to the Plan prior to, September
1, 2000, may request that receipt of the cash portion of Participant's
Pre-Tax Account be deferred to Participant's death, or to be received earlier
if accelerated in accordance with the provisions of 5.2(a).  Approval of such
request shall be in SBC's sole discretion.

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

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

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

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

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

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


Article 6 - Transition Provisions

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

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

6.2   Combination of Existing Contributions.
      (a) Effective January 1, 2001, all prior contributions made to the Plan
by a Participant shall be combined into Participant's single Pre-Tax Account.

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

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

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

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

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


Article 7 - Discontinuation, Termination, Amendment.

7.1   SBC's Right to Terminate Plan.
      The Committee may terminate the Plan at any time.  Upon termination of
the Plan, contributions shall no longer be made under the Plan.

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

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


Article 8 - Miscellaneous

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

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

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

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

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

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

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

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

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


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

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

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

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

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

8.12  Successors and Assigns.
      This Plan shall be binding upon SBC and its successors and assigns.