Exhibit 10-o



                              STOCK SAVINGS PLAN

















                                              Plan Effective:  January 1, 1991
                                           As amended through:  March 31, 2000

                              TABLE OF CONTENTS

  Article                                                                    Page
        1 Statement of Purpose                                                  1
        2 Definitions                                                           1
        3 Administration of the Plan                                            4
          3.1  The Committee                                                    4
          3.2  Authorized Shares of Stock                                       4
        4 Contributions                                                         5
          4.1  Election to Make Contributions                                   5
          4.2  Purchase of Share Units                                          5
          4.3  Reinvestment of Dividends                                        6
          4.4  Deferral of Other Stock Awards                                   6
        5 SBC Match                                                             7
          5.1  SBC Match                                                        7
          5.2  Vesting and Distribution of Share Units Acquired with            7
              Matching
              Contributions
        6 Distributions                                                         7
          6.1  Distributions of Share Units                                     7
          6.2  Accelerated Distribution                                         8
          6.3  Small Distribution                                               8
          6.4  Determination by Internal Revenue Service                        8
          6.5  Emergency Distribution                                           8
          6.6  Ineligible Participant                                           9
          6.7  Distribution Process                                             9
        7 Transition Provisions                                                 9
          7.1  Effective Dates                                                  9
          7.2  Combination of Share Units                                       9
          7.3  Termination of Elections                                        10
          7.4  Annual Base Salary Contribution Transition                      10
          7.5  Stock Options                                                   10
        8 Options                                                              10
          8.1  Grants                                                          10
          8.2  Term of Options                                                 11
          8.3  Exercise Price                                                  11
          8.4  Issuance of Options                                             11
          8.5  Exercise and Payment of Options                                 12
          8.6  Restrictions on Exercise and Transfer                           13
          8.7  Termination of Employment                                       13
        9 Discontinuation, Termination, Amendment                              13
          9.1  SBC's Right to Discontinue Offering Share Units                 13
          9.2  SBC's Right to Terminate Plan                                   13
          9.3  Amendment                                                       14
       10 Miscellaneous                                                        14
          10.1  Additional Benefit                                             14
          10.2  Tax Withholding                                                14
          10.3  Elections and Notices                                          15
          10.4  Unsecured General Creditor                                     15
          10.5  Offset                                                         15
          10.6  Non-Assignability                                              15
          10.7  Employment Not Guaranteed                                      16
          10.8  Errors                                                         16
          10.9  Captions                                                       16
          10.10  Governing Law                                                 16
          10.11  Validity                                                      16
          10.12  Successors and Assigns                                        16
          10.13  Participation in Predecessor Plans                            16

                           SBC COMMUNICATIONS INC.

                              STOCK SAVINGS PLAN

                      As amended through March 31, 2000


Article 1 - Statement of Purpose

      The purpose of the Stock Savings Plan ("Plan") is to increase stock
ownership by, and to provide retirement and savings opportunities to, a
select group of management employees consisting of Eligible Employees of SBC
Communications Inc. ("SBC" or the "Company") and its Subsidiaries.


Article 2 - Definitions

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

      After-Tax Account.  The account maintained on an after-tax basis on the
books of account of SBC for each Participant.

      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;
      (b) commissions;
      (c) 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.  Unless otherwise provided by SBC, Team Award shall
      include, among other things, bonus awards under the Ameritech
      Management Incentive Plan or the Ameritech Senior Management Short Term
      Incentive Plan.



      Payments by an Employer under a Disability plan made in lieu of any
compensation described in (a), (b) or (c), above, shall be deemed to be a
part of the respective form of compensation it replaces for purposes of this
definition.  Base Compensation does not include 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.

      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 in which
SBC has a direct or indirect 100% ownership interest 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) has an employment status which has been approved by  the Committee
or 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.

      Any Employee that holds options to acquire shares of AirTouch
Communications, Inc. or ordinary shares or American Depository Shares of
Vodafone AirTouch plc (or any similar rights), under the Pacific Telesis
Group Stock Option and Stock Appreciation Rights Plan or any other stock
option plan of an Employer is not an Eligible Employee and may not
participate in this Plan.

      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.

      Exercise Price.  The price per share of Stock purchasable under an
Option.

      Fair Market Value or FMV.  In valuing Stock or any other item subject
to valuation under this Plan, the Committee may use such index or measurement
as the Committee may reasonably determine from time to time, and such index
or measurement shall be the FMV of such Stock or other item.  In the absence
of such action by the Committee, FMV means, with respect to Stock, the
closing price on the New York Stock Exchange ("NYSE") of the Stock on the
relevant date, or if on such date the Stock is not traded on the NYSE, then
the closing price on the immediately preceding date such Stock is so traded.

      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.

      Options or Stock Options.  Options to purchase Stock issued  pursuant to
this Plan.

      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.

      Shares or Share Units.  An accounting entry representing the right to
receive an equivalent number of shares of Stock.

      Short Term Incentive Award.  An award paid by an Employer (and not by a
non-Employer, such as state disability payments) under the Short Term
Incentive Plan; an award under a similar plan intended by the Committee to be
in lieu of an award under such Short Term 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 Incentive Award
specifically for purposes of this Plan (regardless of the purpose of the
award).

      Stock.  The common stock of SBC Communications Inc.

      Subsidiary.  Any corporation, partnership, venture or other entity in
which SBC holds, directly or indirectly, a 50% or greater ownership
interest.  The Committee 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.


Article 3 - Administration of the Plan

3.1  The Committee.
      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.  All decisions by SBC shall be
final and binding.

3.2  Authorized Shares of Stock.
      (a) Except as provided below, the number of shares of Stock which may
be distributed pursuant to the Plan, exclusive of Article 8, is 21,000,000.
The number of Stock Options and shares of Stock which may be issued pursuant
to Article 8 of the Plan is 34,000,000 each.  Of the foregoing Stock Options,
the number of incentive Stock Options which may be issued pursuant to the
Plan is 34,000,000.  Conversions of stock awards into Share Units pursuant to
Section 4.4 and their eventual distribution shall count only against the
limits of the plans from which they are transferred or contributed and shall
not be applied against the limits in this Plan.  To the extent Share Units
are acquired through deferrals of Stock or contributions of cash where the
payment of which would otherwise be deductible by SBC under Section 162(m) of
the Code regardless of the size of the distribution, and such Share Units are
available for distribution, they shall be distributed first.  In the event
SBC determines that continuing the purchase of Share Units under the Plan may
cause the number of shares of Stock that are to be distributed under this
Plan (which may take into account, among other things, the number of Share
Units acquired and the number of Stock Options issued or required to be
issued, reduced by the number of shares of Stock that would be withheld for
income tax purposes) to exceed the number of authorized shares of Stock, then
SBC may cancel further purchases of Share Units and require that any further
dividend equivalents on Share Units be paid in cash to the Participants.

      (b) In the event of a merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, stock split, share
combination, or other change in the corporate structure of SBC affecting the
shares of Stock, such adjustment shall be made to the number and class of the
shares of Stock which may be delivered under the Plan (including but not
limited to individual limits), and in the number and class of and/or price of
shares of Stock subject to outstanding Options granted under the Plan, and/or
in the number of outstanding Options and Share Units, in each case as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.


Article 4 - Contributions

4.1   Election to Make Contributions.
      (a) An Eligible Employee may elect to purchase Share Units 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 from 6% to 30%
            (in whole percentage increments) of his or her monthly Base
            Compensation, as the same may change from time to time.

            (ii) An Eligible Employee may elect to contribute up to 100% (in
            whole percentage increments) of a Short Term Incentive Award.

      (b) An Eligible Employee may only make an election, change an election,
or terminate an election to purchase Share Units with 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 Short Term 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 the Chairman or the
            Committee, 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
            Short Term Incentive Awards paid on or after the immediately
            following July 1.

      SBC may refuse or terminate any election to purchase Share Units in the
Plan at any time; provided, however, only the Committee may take such action
with respect to persons who are "officer level" Employees as shown on the
records of SBC.


4.2   Purchase of Share Units.
      (a) Employee Contributions (as well as any corresponding SBC matching
contribution) 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 annual
base salary earned prior to termination but paid within 60 days thereafter or
with respect to a Short Term Incentive Award paid after Retirement (and such
person shall be deemed an Eligible Employee for such contributions).

      (b)  The number of Share Units purchased by a Participant during a
calendar month shall be found by dividing the Participant's contributions
during the month by the FMV on the last day of such month.

      (c)  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.

4.3   Reinvestment of Dividends.
      In the month containing a record date for a regular cash dividend on
SBC Stock, each Participant shall be credited with that number of Share Units
equal to the declared dividend per share of Stock multiplied by the number of
Share Units held by the Participant and divided by the FMV on the last day of
the month containing the dividend record date.

4.4   Deferral of Other Stock Awards.
      (a) Any Eligible Employee who (i) would receive from SBC a distribution
of Stock (including but not limited to the removal of restrictions on
restricted stock) pursuant to the 1996 Stock and Incentive Plan or pursuant
to any other plan or award specifically permitted to be contributed to this
Plan by the Committee and (ii) has not recognized any part of such
distribution for Federal income taxation purposes, may make an election on or
prior to the last Business Day of the calendar year prior to the calendar
year such Stock would otherwise actually been paid (or, for restricted stock,
the calendar year such restrictions would be removed and the stock recognized
for Federal income tax purposes) to convert such distribution into the number
of Share Units under this Plan equal to the number of shares of Stock to
which the Eligible Employee would be entitled; provided such person remains
an Eligible Employee at the time of such conversion.  Distribution of such
Share Units shall be governed solely by the provisions of this Plan.  SBC may
refuse or terminate any election under this Section 4.4 to convert a
distribution into Share Units in the Plan at any time; provided, however,
only the Committee may take such action with respect to persons who are
"officer level" Employees as shown on the records of SBC.

      (b)  Effective January 1, 2001, except for persons who die prior to
2001, deferrals of Stock made prior thereto under the Salary and Incentive
Award Deferral Plan will be converted into the number of Share Units equal to
the number of shares of Stock or the equivalent thereof then held by the
Participant through such Salary and Incentive Award Deferral Plan.  Any such
conversion shall not reduce or offset the number of authorized shares of
Stock under this Plan.  All elections made under such plan shall be
terminated and the distribution of such Share Units shall be governed solely
by the provisions of this Plan.

      (c)  The Committee may permit an Eligible Employee to purchase Share
Units under this Plan with amounts other than Base Compensation or Short Term
Incentive Awards on such terms and conditions as such Committee may permit
from time to time.

      (d)  In no event shall an acquisition of Share Units pursuant to this
Section 4.4 result in the crediting of an SBC matching contribution or
Options.


Article 5 - SBC Match

5.1   SBC Match.
      SBC shall credit each Participant's account with the number of Share
Units found by taking eighty percent (80%) of the Participant's contributions
from no more than six percent (6%) the Participant's Base Compensation made
during the month and dividing the resulting figure by the FMV of the Stock on
the last day of such month.  However, if during any month the Participant is
concurrently participating in this Plan and (a) the match eligible portion of
the SBC Savings Plan (which may be referred to as "basic contributions") or
(b) the match eligible portion of any other tax qualified or nonqualified
plan of an Employer, then the monthly matching contribution under this Plan
shall be reduced so that the total monthly matching contribution shall be
paid with respect to no more than:

      (x) six percent (6%) minus
      (y) the Participant's match eligible percentage determined under such other plan,

of the Participant's monthly Base Compensation.  In no event shall matching
contributions under this Plan and all other plans of SBC and all Employers
combined (including but not limited to the SBC Savings Plan) be paid with
respect to more than six percent (6%) of Participant's monthly Base
Compensation.  SBC match shall only be paid on Base Compensation contributed
to the Plan.

5.2   Vesting and Distribution of Share Units Acquired with Matching Contributions.
      A Participant's interest in Share Units purchased with SBC matching
contributions, as well as earnings thereon, shall vest at such time as
Participant shall have five (5) years of service as reflected on the records
of SBC and may be distributed in accordance with the Plan's distribution
provisions only after the Participant Terminates Employment or in or after
the calendar year in which the Participant reaches age 55.  Upon Termination
of Employment, all unvested Share Units shall be forfeited.


Article 6 - Distributions

6.1    Distributions of Share Units.
(a)   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 that number of
Share Units that is equal to the total number of Share Units then held by the
Participant divided by the number of remaining installments.  Not withstanding
the foregoing, if the Participant Retires prior to 2001, then any undistributed
Share Units will be distributed in a lump sum on March 10 of the fifteenth
(15th) calendar following the calendar year of the Retirement of the
Participant.

      (b)  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
number of Share Units that is equal to the total number of Share Units then
held by the Participant divided by the number of remaining installments.
Notwithstanding the foregoing, non-Retirement eligible Participants who
Terminate Employment prior to January 1, 2001, shall receive all
undistributed Share Units in a lump sum.

      (c) Notwithstanding (a) or (b), above, to the contrary, in the event
of the death of a Participant, all undistributed Share Units shall be
promptly distributed to the Participant's beneficiary in accordance with
the SBC Rules for Employee Beneficiary Designations, as the same may be
amended from time to time.

6.2   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 specified number
of the Participant's vested Share Units.  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
number of Share Units to be distributed at the same time under Section 6.1,
to the extent any remain available for distribution, which Distribution shall
be calculated without regard to an election under this section.  No
distribution under this Section 6.2 (a) shall be made of Share Units acquired
with Employee Contributions or SBC matching contributions in the same
calendar year as the distribution.

      (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 part of the Share Units credited to the Participant to
the date of SBC's choosing, without notice to, or the consent of, the
Participant.

6.3   Small Distribution.
      Notwithstanding any election made by the Participant, after the
Termination of Employment of the Participant for any reason, if at the time
of a distribution the Participant's Share Units have a FMV of less than
$10,000, SBC may, in its discretion, convert and distribute the Participant's
Share Units in the form of a lump sum distribution.

6.4   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
Share Units actually distributed by SBC, SBC shall promptly convert and
distribute to the Participant those Share Units to which such additional
gross income is attributable.

6.5   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 convert and distribute to the
Participant, as soon as practicable following such determination, the number
of Share Units 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.

6.6   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 "management or highly compensated employee" 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 shares of
Stock corresponding to the vested portion of the Share Units standing
credited to his or her 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 10.1
Additional Benefit.

6.7   Distribution Process.
      Share Units shall be distributed under this Plan by taking the number
of Share Units to be distributed and converting them into an equal number of
shares of Stock.  (Once distributed, a Share Unit shall be canceled.)


Article 7 - Transition Provisions

      The transition rules of this Article 7 shall supercede all other terms
      of this Plan.

7.1   Effective Dates.
      Except as otherwise provided in this Article, the amendments to this
Plan made March 31, 2000 (the "2000 Amendments") shall be effective March 31,
2000.  No election to begin a Savings Unit nor an election regarding the
distribution or further deferral of a distribution of a Savings Unit may be
made on or after March 31, 2000.  (As used herein, "Savings Units" shall have
the same meaning as used in this Plan prior to such amendments.)

7.2   Combination of Share Units.
      (a)  Effective January 1, 2001, all Share Units (previously referred to
as "Shares") acquired under Savings Units by a Participant shall be combined
in a single account regardless of date acquired or the Savings Unit to which
they were related, except for the Share Units to be distributed under (b),
below.

      (b)  Share Units equal in value to, and constituting, a Participant's
tax basis in the Share Units acquired on an after-tax basis shall be valued
and distributed on or promptly after March 10, 2001, unless a later
distribution is required by SBC.

      (c)  To the extent any Participant who retires before 2001 would, were
it not for the 2000 Amendments, under valid elections made prior to March 31,
2000, receive a distribution under a Savings Unit(s) that would extend the
Participant's distributions beyond 2015, then the Savings Unit(s) so affected
shall not be combined with other Share Units and shall be distributed in
accordance with such elections.  Notwithstanding the foregoing, the
Participant may, with the consent of SBC, elect to have all undistributed
Shares in such Savings Unit(s) be governed by this Plan as in effect after
March 31, 2000.

      (d)  In the event a Participant dies prior to 2001, the Participant's
Savings Unit(s) shall not be combined with other Savings Units and shall be
distributed in accordance with the Plan as it existed immediately prior to
March 31, 2000, and deferrals under the Salary and Incentive Award Deferral
Plan by such Participant will not be transferred to this Plan but will be
paid out in accordance with the terms of that plan as it existed immediately
prior to March 31, 2000.

7.3   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 March 31, 2000, based on
elections made before March 31, 2000,  shall continue to be made in the year
2000 as provided in the Plan immediately prior to March 31, 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 Share Units
remaining undistributed after such distributions shall be held and
distributed in accordance with the terms of the Plan as in effect after March
31, 2000.

      (b)  Contributions to the Plan that would be made in the year 2000
under the Plan as it existed immediately prior to March 31, 2000, based on
elections made before March 31, 2000, shall continue to be made in the year
2000 as provided in the Plan immediately prior to March 31, 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 March 31, 2000,
in order to purchase Share Units with Employee Contributions after 2000.
Provided, however, valid elections made prior to March 31, 2000, to
contribute Short Term Incentive Awards in 2001 shall be valid elections under
this Plan.

7.4   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.
This section shall not apply to employees of Ameritech Corporation or its
direct or indirectly held subsidiaries or to Employees who did not make
contributions to the Plan in 2000.

7.5   Stock Options.
      The August 2000 and February 2001 issuances of Options shall be
determined and made as the Plan was written immediately prior to March 31,
2000, so as not to enlarge or reduce the rights of Participants with Savings
Units commencing in 2000.


Article 8 - Options

8.1   Grants.  The Committee shall determine at its discretion whether the
Options issued pursuant to this Plan shall be non-qualified Stock Options or
incentive Stock Options within the meaning of Section 422 of the Code.  Any
Options issued hereunder shall be non-qualified Options unless the Committee
specifies prior to the issuance thereof that they shall be incentive Stock
Options.  Notwithstanding any other provision of the Plan, any incentive
Stock Options issued under this Plan shall be issued and exercised in
accordance with Section 422 of the Code.  The Options may be issued in
definitive form or recorded on the books and records of SBC for the account
of the Participant, at the discretion of SBC.  If SBC elects not to issue the
Options in definitive form, they shall be deemed issued, and the Participants
shall have all rights incident thereto as if they were issued on the dates
provided herein, without further action on the part of SBC or the
Participant.  In addition to the terms herein, all Options shall be subject
to such additional provisions and limitations as provided in any
Administrative Procedures adopted by the Committee prior to the issuance of
such Options.  The number of Options issued to a Participant shall be
reflected on the Participant's annual statement of account.

8.2   Term of Options.
      The Options may only be exercised:  (a) after the earlier of (i) the
expiration of one (1) year from date of issue or (ii) the Participant's
Termination of Employment, and (b) no later than the tenth (10th) anniversary
of their issue; and Options shall be subject to earlier termination as
provided herein.

8.3   Exercise Price.
      The Exercise Price of an Option shall be the FMV of the Stock on the
date of issuance of the Options.

8.4   Issuance of Options.
      (a)  On each June 1 a Participant shall receive two (2) Options for
each Share Unit acquired by the Participant during the immediately preceding
January through April period with Employee Contributions of Base Compensation
and/or Short Term Incentive Award.  A fractional number of Options shall be
rounded up to the next whole number.

      (b)  On each February 1 a Participant shall receive:

            (i)  two (2) Options for each Share Unit acquired by the
            Participant during the immediately preceding May through December
            with Employee Contributions of Base Compensation and/or Short
            Term Incentive Award; and

            (ii)  two (2) Options for each Share Unit acquired prior to such
            date by the Participant with dividend equivalents that were
            derived, directly or indirectly (such as dividend equivalents
            paid on Share Units acquired with dividend equivalents), from
            Share Units acquired with Employee Contributions during the
            immediately preceding January through December.

      A fractional number of Options shall be rounded up to the next whole
number.

      (c)  If Stock is not traded on the NYSE on any of the foregoing Option
issuance dates, then the Options shall not be issued until the next such day
on which Stock is so traded.

      (d)  If a Participant Terminates Employment other than (i) while
Retirement eligible or (ii) because of death or Disability, no further
Options shall be issued to or with respect to such Participant.

      (e)  No more than 400,000 Options shall be issued to any individual
under this Plan during a calendar year.  No Share Unit may be counted more
than once for the issuance of Options.

      (f)  The Committee may, in its sole discretion, at any time increase or
lower the number of Options that are to be issued for each Share Unit
acquired.  However, if the Committee lowers the number of Options, then such
change shall only be effective with respect to the next period in which a
Participant may change his or her Share Unit purchase election.

      (g)  The Committee may also, at any time and in any manner, limit the
number of Options which may be acquired as a result of the Short Term
Incentive Award being contributed to the Plan.  Further, except as otherwise
provided by the Committee, in determining the number of Options to be issued
to a Participant with respect to a Participant's contribution of a Short Term
Incentive Award to the Plan and subsequent crediting of Share Units, Options
may be issued only with respect to an amount which does not exceed the target
amount of such award (or such other portion of the award as may be determined
by the Committee).

8.5   Exercise and Payment of Options.
      Options shall be exercised by providing notice to the designated agent
selected by SBC (if no such agent has been designated, then to SBC), in the
manner and form determined by SBC, which notice shall be irrevocable, setting
forth the exact number of shares of Stock with respect to which the Option is
being exercised and including with such notice payment of the Exercise
Price.  When Options have been transferred, SBC or its designated agent may
require appropriate documentation that the person or persons exercising the
Option, if other than the Participant, has the right to exercise the Option.
No Option may be exercised with respect to a fraction of a share of Stock.

      The Exercise Price shall be paid in full at the time of exercise.  No
      Stock shall be issued or transferred until full payment has been
      received therefor.

      Payment may be made:

            (a) in cash, or

            (b) unless otherwise provided by the Committee at any time, and
      subject to such additional terms and conditions and/or modifications as
      SBC may impose from time to time, and further subject to suspension or
      termination of this provision by SBC at any time, by:

            (i) delivery of Stock owned by the Participant in partial (if in
            partial payment, then together with cash) or full payment;
            provided, however, as a condition to paying any part of the
            Exercise Price in Stock, at the time of exercise of the Option,
            the Participant must establish to the satisfaction of SBC that
            the Stock tendered to SBC must have been held by the Participant
            for a minimum of six (6) months preceding the tender; or

            (ii) if SBC has designated a stockbroker to act as SBC's agent to
            process Option exercises, issuance of an exercise notice to such
            stockbroker together with instructions irrevocably instructing
            the stockbroker:  (A) to immediately sell (which shall include an
            exercise notice that becomes effective upon execution of a limit
            order) a sufficient portion of the Stock to pay the Exercise
            Price of the Options being exercised and the required tax
            withholding, and (B) to deliver on the settlement date the
            portion of the proceeds of the sale equal to the Exercise Price
            and tax withholding to SBC.  In the event the stockbroker sells
            any Stock on behalf of a Participant, the stockbroker shall be
            acting solely as the agent of the Participant, and SBC disclaims
            any responsibility for the actions of the stockbroker in making
            any such sales.  No Stock shall be issued until the settlement
            date and until the proceeds (equal to the Exercise Price and tax
            withholding) are paid to SBC.

      If payment is made by the delivery of Stock, the value of the Stock
      delivered shall be equal to the FMV of the Stock on the day preceding
      the date of exercise of the Option.

      Restricted Stock may not be used to pay the Option exercise price.

8.6   Restrictions on Exercise and Transfer.
      No Option shall be transferable except: (a) upon the death of a
Participant in accordance with SBC's Rules for Employee Beneficiary
Designations; and (b) in the case of any holder after the Participant's
death, only by will or by the laws of descent and distribution.  During the
Participant's lifetime, the Participant's Options shall be exercisable only
by the Participant or by the Participant's guardian or legal representative.
After the death of the Participant, an Option shall only be exercised by the
holder thereof (including but not limited to an executor or administrator of
a decedent's estate) or his or her guardian or legal representative.

8.7   Termination of Employment.
      (a)  Not Retirement Eligible.  If a Participant Terminates Employment
while not Retirement eligible, a Participant's Options may be exercised, to
the extent then exercisable:

            (i) if such Termination of Employment is by reason of death or
            Disability, then for a period of three (3) years from the date of
            such Termination of Employment or until the expiration of the
            stated term of such Option, whichever period is shorter; or

            (ii) if such Termination of Employment is for any other reason,
            then for a period of one (1) year (three (3) months for Options
            granted before August 1, 1998) from the date of such Termination
            of Employment or until the expiration of the stated term of such
            Option, whichever period is shorter.

      (b)  Retirement Eligible.  If a Participant Terminates Employment while
Retirement eligible, a Participant's Option may be exercised, to the extent
then exercisable:  (i) for a period of five (5) years (three (3) years for
options granted before August 1, 1998) from the date of Retirement or (ii)
until the expiration of the stated term of such Option, whichever period is
shorter.  If a Participant Terminated Employment because of death or
Disability on or before March 31, 2000, the Participant  will be deemed to
have Terminated Employment while not Retirement eligible for purposes of this
section.


Article 9 - Discontinuation, Termination, Amendment.

9.1   SBC's Right to Discontinue Offering Share Units.
      SBC may at any time discontinue offerings of Share Units under the
Plan.  Any such discontinuance shall have no effect upon existing Share Units
or the terms or provisions of this Plan as applicable to such Share Units.

9.2   SBC's Right to Terminate Plan.
      No Share Units may be purchased with Employee Contributions after
December 31, 2004.  The Committee may terminate the Plan at any earlier
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
dividend equivalents in the form of Share Units on undistributed Share Units
and shall continue to receive all distributions under this Plan at such time
as provided in and pursuant to the terms and conditions of Participant's
elections and this Plan.

9.3   Amendment.
      The Committee may at any time amend the Plan in whole or in part
including but not limited to changing the formulas for determining the amount
of SBC matching contributions under Article 5 or increasing or decreasing the
number of Options to be issued under Article 8; 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 Share Units of the Participant or to decrease the number of
Share Units standing credited to such Participant's Accounts under the Plan.
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
Stock may be distributed to a Participant, any reduction in the Participant's
number of vested Share Units or Options, or an increase in the Exercise Price
or decrease in the term of an Option.  Any such consent may be in a writing,
telecopy, or e-mail or in another electronic format.  An election to acquire,
or to modify an election to acquire, Share Units with Employee Contributions
and the failure to terminate an election to acquire Share Units with 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.

      Notwithstanding anything to the contrary contained in this section of
the Plan, the Committee may modify this Plan with respect to any person
subject to the provisions of Section 16 of the Securities Exchange Act of
1934 as amended ("Exchange Act") to place additional restrictions on the
exercise of any Option or the transfer of any Stock not yet issued under the
Plan.

Article 10 - Miscellaneous

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

10.2  Tax Withholding.
      Upon distribution of Stock, including but not limited to, shares of
Stock issued upon the exercise of an Option, SBC shall withhold shares of
Stock sufficient in value, using the FMV on the date determined by SBC to be
used to value the Stock for tax purposes, to satisfy the minimum amount of
Federal, state, and local taxes required by law to be withheld as a result of
such distribution.

      Any fractional share of Stock payable to a Participant shall be
withheld as additional Federal withholding, or, at the option of SBC, paid in
cash to the Participant.

      Unless otherwise determined by the Committee, when the method of
payment for the Exercise Price is from the sale by a stockbroker pursuant to
Section 8.5(b)(ii), hereof, of the Stock acquired through the Option
exercise, then the tax withholding shall be satisfied out of the proceeds.
For administrative purposes in determining the amount of taxes due, the sale
price of such Stock shall be deemed to be the FMV of the Stock.

10.3  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 of Share Units 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.

10.4  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 distribute shares of Stock corresponding to Share Units, and Options,
under the Plan.

10.5  Offset.
      SBC may offset against the amount of Stock 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.  In
addition, SBC may also cancel a Stock Option to satisfy such an obligation to
an Employer.  For this purpose, each Stock Option shall be valued by
subtracting the Exercise Price of the Stock Option from the FMV of the Stock
on such date.

10.6  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,
shares of Stock corresponding to Share Units under the Plan, if any, or any
part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable.  No part of the Stock 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.

10.7  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.

10.8  Errors.
      At any time SBC may correct any error made under the Plan without
prejudice to SBC.  Such corrections may include, among other things, changing
or revoking a Stock Option issuance, cancelling Share Units and refunding
contributions to a Participant with respect to any period he or she made
Employee Contributions while not an Eligible Employee, or cancelling the
enrollment of a non-Eligible Employee.

10.9  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.

10.10 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 constructive 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.

10.11 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.

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

10.13 Participation in Predecessor Plans.
      Effective November 21, 1997, the plans of the Stock Savings Program
were merged into the Stock Savings Plan.  All Share Units under the Stock
Based Savings Plan or the Management Stock Savings Plan were transferred to
this Plan as of that date and are governed by the terms of this Plan.