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                           OFFER TO PURCHASE FOR CASH

                 ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
                            PAR VALUE $.01 PER SHARE

                                       OF

                       PRODIGY COMMUNICATIONS CORPORATION
                                       AT

                              $5.45 NET PER SHARE

                                       BY

                       SBC INTERNET COMMUNICATIONS, INC.

                     AN INDIRECT WHOLLY OWNED SUBSIDIARY OF

                            SBC COMMUNICATIONS INC.

         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
 NEW YORK CITY TIME, ON TUESDAY, OCTOBER 30, 2001, WHICH DATE MAY BE EXTENDED.

                                October 2, 2001

     To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:

     We have been appointed by SBC Internet Communications, Inc., a Delaware
corporation ("SBC Internet" or "Purchaser") and an indirect wholly owned
subsidiary of SBC Communications Inc., a Delaware corporation ("SBC") to act as
Dealer Managers in connection with SBC Internet's offer to purchase all
outstanding shares of Class A Common Stock, par value $.01 per share (the
"Shares"), of Prodigy Communications Corporation, a Delaware corporation
("Prodigy"), at $5.45 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 2,
2001, and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee.

     For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

          1.  The Offer to Purchase, dated October 2, 2001.

          2.  The Letter of Transmittal to tender Shares for your use and for
     the information of your clients. Facsimile copies of the Letter of
     Transmittal may be used to tender Shares.

          3.  The Notice of Guaranteed Delivery for Shares to be used to accept
     the Offer if the procedures for tendering Shares set forth in the Offer to
     Purchase cannot be completed prior to the Expiration Date (as defined in
     the Offer to Purchase).

          4.  A printed form of letter which may be sent to your clients for
     whose accounts you hold Shares registered in your name or in the name of
     your nominee, with space provided for obtaining such clients' instructions
     with regard to the Offer.

          5.  Guidelines of the Internal Revenue Service for Certification of
     Taxpayer Identification Number on Substitute Form W-9.

          6.  A return envelope addressed to the Depositary (as defined below).
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     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, OCTOBER 30, 2001 WHICH DATE MAY BE EXTENDED.

     Please note the following:

          1.  The tender price is $5.45 per Share, net to the seller in cash
     without interest.

          2.  The Offer is being made for all outstanding Shares.

          3.  THE OFFER IS BEING MADE WITHOUT THE PRIOR APPROVAL OF THE PRODIGY
     BOARD OF DIRECTORS.

          4.  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
     YORK CITY TIME, ON TUESDAY, OCTOBER 30, 2001, WHICH DATE MAY BE EXTENDED.

          5.  The Offer is conditioned upon, among other things, there being
     validly tendered and not withdrawn a number of Shares which, excluding the
     Shares beneficially owned by SBC and its subsidiaries, will constitute at
     least a majority of the remaining outstanding Shares on a fully diluted
     basis as of the date the Shares are accepted for payment pursuant to the
     Offer (the "Minimum Tender Condition"). The Offer is also subject to the
     other conditions set forth in the Offer to Purchase. See Sections 1 and 10
     of the Offer to Purchase.

          6.  Tendering holders of Shares ("Holders") whose Shares are
     registered in their own name and who tender directly to American Stock
     Transfer & Trust Company, as depositary (the "Depositary"), will not be
     obligated to pay brokerage fees or commissions or, except as set forth in
     Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase
     of Shares by the SBC Internet pursuant to the Offer. However, federal
     income tax backup withholding at a rate of 30.5% may be required, unless an
     exemption is available or unless the required tax identification
     information is provided. See Instruction 8 of the Letter of Transmittal.

          7.  Notwithstanding any other provision of the Offer, payment for
     Shares accepted for payment pursuant to the Offer will in all cases be made
     only after timely receipt by the Depositary of (a) certificates evidencing
     such Shares (or a confirmation of a book-entry transfer of such Shares (a
     "Book-Entry Confirmation") with respect to such Shares) into the
     Depositary's account at The Depository Trust Company, (b) a Letter of
     Transmittal (or facsimile thereof), properly completed and duly executed,
     with any required signature guarantees (or, in the case of a book-entry
     transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu
     of the Letter of Transmittal) and (c) any other documents required by the
     Letter of Transmittal. Accordingly, tendering Holders may be paid at
     different times depending upon when certificates for Shares or Book-Entry
     Confirmations with respect to Shares are actually received by the
     Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF
     THE TENDERED SHARES BE PAID BY SBC INTERNET, REGARDLESS OF ANY EXTENSION OF
     THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

     In order to take advantage of the Offer, Certificates for all tendered
Shares in proper form for transfer (or a Book-Entry Confirmation with respect to
all such shares), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message in lieu of the Letter
of Transmittal), and any required documents must be received by the Depositary,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.

     Any Holder who desires to tender Shares and whose certificates for Shares
are not immediately available, or who cannot comply with the procedures for
book-entry transfer on a timely basis, or who cannot deliver all required
documents to the Depositary prior to the Expiration Date, may tender such Shares
by following the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.

     SBC Internet will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Managers, the Depositary and the Information Agent as described in
the Offer to Purchase). SBC Internet will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. SBC Internet will pay or cause to be
paid any transfer taxes with respect to the transfer and sale of purchased
Shares to it or its order pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.

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     Any inquiries you may have with respect to the Offer should be addressed to
Goldman, Sachs & Co., the Dealer Managers for the Offer, at 85 Broad Street, New
York, NY 10004, telephone numbers (212) 902-1000 (call collect) or (800)
323-5678 (call toll free) or to Georgeson Shareholder Communications Inc., the
Information Agent for the Offer, at 17 State Street, 10th Floor, New York, NY
10004, telephone numbers (212) 440-9800 (call collect) or (800) 223-2064 (call
toll free).

     Requests for additional copies of the enclosed materials may also be
directed to the Dealer Managers or to the Information Agent at the above
addresses and telephone numbers.

                                         Very truly yours,

                                         Goldman, Sachs & Co.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT
OF SBC, SBC INTERNET, THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT,
THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.

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