

                          Southwestern Bell Corporation

                               Senior Management

                           Deferred Compensation Plan

                      Effective For Units of Participation

                        Having a Unit Start Date Prior to

                                 January 1, 1988

                           Effective:  January 1, 1984

                            Revised:    July 30, 1993

<PAGE>
                                Senior Management

                           Deferred Compensation Plan

Section 1 - Statement of Purpose

              The purpose of the Senior Management Deferred Compensation
       Plan is to provide retirement, death, or
       termination-of-employment benefits to a select group of highly
       compensated or management employees consisting of Senior Managers
       of Southwestern Bell Corporation (the "Company") and its
       subsidiaries ("Participating Companies").

Section 2 - Definitions

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

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

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

       3.     Annualized Total Unit Deferral Amount.  The "Annualized
              Total Unit Deferral Amount" means the Total Unit Deferral
              Amount divided by eight years.

       4.     Beneficiary.  "Beneficiary" means the person or  persons

              designated as such in accordance with Section 7.

       5.     Board.  "Board" means the Board of Directors of
              Southwestern Bell Corporation.

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

<PAGE>
                                        2

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

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

       9.     Disability.  "Disability" means a disability as defined in
              the Southwestern Bell Corporation Sickness and Accident
              Disability Benefit Plan and the Southwestern Bell
              Corporation Senior Management Long Term Disability Plan
              covering the Participant.

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

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

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

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

       14.    Employer.  "Employer" means Southwestern Bell Corporation

              and any of its subsidiaries.

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

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

<PAGE>
                                        3

       17.    Plan Year.  "Plan Year" means the calendar year.

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

       19.    Southwestern Bell Corporation Savings Plan for
              Salaried_Employees.  "Southwestern Bell Corporation
              Savings Plan for Salaried Employees" means the
              Southwestern Bell Corporation Savings Plan for Salaried
              Employees and any successor plan adopted by the Employer.

       20.    Subsidiary.  A "Subsidiary" of the Company is any
              corporation, partnership, venture or other entity in which
              the Company has at least a 50% ownership interest.

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

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

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

       24.    Unit Start Date.  "Unit Start Date" means the date shown
              in Exhibit A of a Participant's Agreement for a given Unit
              of Participation which follows an Eligible Employee's

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

<PAGE>
                                        4

Section 3 - Administration of the Plan

       3.1    Administration of Plan.  The Administrative Committee
       shall be the sole administrator of the Plan and will administer
       the Plan, interpret, construe and apply its provisions in
       accordance with its terms.  The Administrative Committee shall
       further establish, adopt or revise such rules and regulations as
       it may deem necessary or advisable for the administration of the
       Plan.  All decisions of the Administrative Committee shall be
       final and binding unless the Board of Directors should determine
       otherwise.

Section 4 - Participation

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

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

       4.2    Termination of Election.  A Participant's election to
       defer Compensation is irrevocable upon the filing of his Election
       Form with the Administrative Committee, provided, however, that
       the election may be terminated with respect to Compensation not
       yet paid by mutual agreement in writing between the Participant

       and the Administrative Committee.  Such termination if approved
       shall be effective beginning the first day of the month following
       the execution of such mutual agreement.

<PAGE>
                                        5

Section 5 - Deferred Compensation

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

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

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


<PAGE>
                                        6

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

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

Section 6 - Benefits

       6.1    Normal Retirement.  Upon Normal Retirement, Employer shall
       pay to Participant the amount per month specified in Paragraph 6
       of his Agreement for a period of one hundred eighty (180) months
       ("Standard Retirement Benefit").  Alternatively, a Participant
       may elect to receive the

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

<PAGE>
                                        7

       present value equivalent of his Standard Retirement Benefit

       ("Alternative Retirement Benefit").  He may elect in his
       Agreement to receive this Alternative Retirement Benefit as (i) a
       lump sum payment, (ii) sixty (60) monthly installments, or (iii)
       one hundred twenty (120) monthly installments.  Any such election
       once made shall be irrevocable.

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

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

              If a Participant who is entitled to either a Standard or
       Alternative Retirement Benefit dies after his Normal Retirement,
       his Beneficiary shall be entitled to receive

<PAGE>
                                        8

       the remaining installments, if any, of such Standard or
       Alternative Retirement Benefit.

       6.2    Early Retirement.  Upon Early Retirement after deferral of

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

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

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

              In the event that a final determination shall be made by
       the Internal Revenue Service or any court of competent
       jurisdiction that by reason of Early Retirement a Participant has
       recognized gross income for Federal income tax purposes prior to
       the actual payment to such Participant of the Standard or
       Alternative Retirement

<PAGE>
                                        9

       Benefit to which such gross income is attributable, the Employer
       shall deem the Participant to have elected a Standard or
       Alternative Retirement Benefit commencing on the date as of which
       such Participant is determined to have recognized his first
       payment of Standard or Alternative Retirement Benefit.  Under
       these circumstances, the Employer shall pay to the Participant in
       one lump sum within sixty (60) days following such final

       determination an amount equal to the sum of (a) the excess of (i)
       the aggregate of the payments that would have been made to the
       Participant through such date had the Participant so elected such
       a Standard or Alternative Retirement Benefit over (ii) any
       amounts of Standard or Alternative Retirement Benefits
       theretofore paid to such Participant and (b) 10% per annum
       interest, compounded annually, on such payments from the date
       each would otherwise have been made had such Standard or
       Alternative Retirement Benefit been elected until the date of
       actual payment.  Thereafter, the Employer shall pay to the
       Participant the remaining installments of Standard or Alternative
       Retirement Benefit in accordance with the deemed Standard or
       Alternative Retirement Benefit election described in the
       preceding two sentences.  If a benefit is payable to a
       Participant pursuant to this paragraph, no other Standard or
       Alternative Retirement Benefit shall be payable under the Plan.

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

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

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

       6.3    Termination Benefit.

              a.      Termination of Employment Before Attaining Age 55 or
                      After Attaining Age 55 but Prior To Completion of
                      Deferral of Total Unit Deferral Amount.  Upon any
                      termination of employment of the Participant for
                      reasons other than death before the Participant
                      attains age fifty-five

<PAGE>
                                       10

                      (55), or after the Participant attains age fifty-
                      five (55) but before the Participant completes
                      deferral of his Total Unit Deferral Amount, the
                      Company shall pay to the Participant, with respect
                      to each Unit of Participation if Participant
                      terminates employment before attaining age fifty-

                      five (55), or with respect to each Unit of
                      Participation for which deferrals have not been
                      completed if Participant terminates employment after
                      attaining age fifty-five (55) but before completing
                      deferral of his Total Unit Deferral Amount, as
                      Compensation earned for services rendered prior to
                      his termination of service, a lump sum equal to the
                      vested portion of the amounts standing credited to
                      his Deferred Compensation Account as of the date of
                      such termination of service ("Termination Benefit").

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

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

<PAGE>
                                       11

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

       6.5    Additional Benefit.  The reduction of any benefit payable
       under the Southwestern Bell Corporation Management Pension Plan,
       which results from participation in this Plan, will be restored
       as an additional benefit under this Plan or any other comparable

       deferral plan.  The Company shall have the option to pay in a
       lump sum the present value equivalent of the pension retirement
       benefit (life annuity).

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

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

<PAGE>
                                       12

              If the Participant recovers from his Disability and
       returns to employment with the Employer in an employment status
       which would make him eligible to participate in this Plan or
       another similar Deferred Compensation Plan of the Employer, the
       Participant shall resume making deferrals in accordance with
       Section 5.2 and shall thereafter repay any amounts which were
       previously contributed by the Employer in lieu of deferrals which
       would otherwise have been made by the Participant in accordance
       with Section 5.2.  Such repayment shall be made following the end
       of the Unit Deferral Period in monthly amounts equal to the
       Amount Deferred per Month during the Unit Deferral Period as
       shown on Exhibit A, or such larger amounts as the Participant may
       elect.  The amounts to be repaid by the Participant shall be
       equal to the amounts contributed by the Employer which would

       otherwise have been deferred by the Employee pursuant to
       Section 5.2, compounded at an eleven percent (11%) annual rate on
       all such amounts from the date of crediting such amounts to the
       Participant's Deferred Compensation Account until repaid.

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

              (a)     the Participant's death;
              (b)     the Participant's attainment of age 65; or
              (c)     the Participant's election to take Early Retirement
                      under the Plan. 

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

              A reduction shall be made in the Normal Retirement or
       Early Retirement Benefit paid to the Participant or his
       Beneficiary, with respect to any Unit of Participation for

<PAGE>
                                       13

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


       6.8    Emergency Benefit.  In the event that the Administrative
       Committee, upon written petition of the Participant, determines
       in its sole discretion, that the Participant has suffered an
       unforeseeable financial emergency, the Employer shall pay to the
       Participant, as soon as practicable following such determination,
       an amount necessary to meet the emergency not in excess of the
       Termination Benefit to which the Participant would have been
       entitled pursuant to Section 6.3 if he had a termination of
       service on the date of such determination (the "Emergency
       Benefit").  For purposes of this Plan, an unforeseeable financial
       emergency is an unexpected need for cash arising from an illness,
       casualty loss, sudden financial reversal, or other such
       unforeseeable occurrence.  Cash needs arising from foreseeable
       events such as the purchase of a house or education expenses for
       children shall not be considered to be the result of an
       unforeseeable financial emergency.  The amount of the benefit
       otherwise payable under Sections 6.l, 6.2, 6.3, 6.4, 6.5, 6.6 or
       6.7 shall thereafter be actuarially adjusted to reflect the early
       payment of the Emergency Benefit.

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

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

<PAGE>
                                       14

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

       6.12   Transfer to RWAC.  Effective August 1, 1990, if a

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

       6.13   Leave of Absence.  Effective January 1, 1985, if a
       Participant absents himself from employment on a formally granted
       leave of absence (i.e., the absence is with formal permission in
       order to prevent a break in the continuity of the Employee's term
       of employment which permission is

<PAGE>
                                       15

       granted in conformity with the rules of the Employer which
       employs the individual, as adopted from time to time) prior to
       completion of a Unit of Participation, deferrals which would
       otherwise have been made by the Participant in accordance with
       Section 5.2 shall continue to be made by the Employer until the
       Participant resumes employment with the Employer but for a
       maximum period not to exceed 6 months.  Contributions which would
       have been made by the Employer in accordance with Section 5.3
       shall also continue to be made by the Employer during such period
       as Participant contributions are continued in accordance with the
       preceding sentence.

              Benefits applicable during the leave of absence (not to
       exceed 6 months) and the methods used for crediting the Deferred
       Compensation Account and repaying amounts contributed by the
       Employer and reducing the Normal Retirement or Early Retirement
       Benefit paid to the Participant or his Beneficiary shall be the
       same as those applicable pursuant to Section 6.7 in the case of
       Disability, i.e, the leave of absence shall be deemed a
       Disability for the purpose of making determination pursuant to

       Section 6.7, except in the case of a political leave (i.e., to
       campaign for or serve when elected to political office, to serve
       if appointed to public office or for non-candidate employees to
       participate in campaigns of candidates for political office) the
       only benefit payable if the Participant dies during such leave
       shall be a Termination Benefit based on the amounts credited to
       the Participant's Deferred Compensation Account on the date of
       commencement of the leave which shall be payable to the
       Participant's Beneficiary.  If the Participant has not resumed
       employment with the Employer within 6 months from the
       commencement of the leave of absence, a Termination Benefit based
       on the amounts credited to the Participant's Deferred
       Compensation Account at the commencement of the leave of absence
       shall be paid to the Participant.

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

       6.14   Ineligible Participant.  Notwithstanding any other
       provisions of this Plan to the contrary, if any Participant is
       determined not to be a "management or highly compensated
       employee" within the meaning of the Employee Retirement Income
       Security act of 1974, as amended (ERISA) or Regulations
       thereunder, such Participant will not be eligible to participate
       in this Plan and shall receive an  immediate lump sum payment
       equal to the vested portion of

<PAGE>
                                       16

       the amounts standing credited to his Deferred Compensation
       Accounts with interest on the balance compounded at an eight
       percent (8%) annual rate.  Upon such payment no survivor benefit
       or other benefit shall thereafter by payable under this Plan
       either to the Participant or any Beneficiary of the Participant,
       except as provided under Section 6.5.

Section 7 - Beneficiary Designation

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

              The filing of a new Beneficiary designation form will

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

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

Section 8 - Termination, Amendment 

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

              The Participant's Deferred Compensation Accounts shall be
              100% vested.  The Participant shall receive or continue to
              receive all benefits under this Plan at such time as
              provided in and pursuant to the terms and conditions of
              his Agreement(s) and as described in this Plan, provided
              however, any benefits payable under a Unit of
              Participation that is not completed

<PAGE>
                                       17

              due to a termination of the Plan under this Section 8.1
              shall be prorated based upon the amount in the Deferred
              Compensation Account for that Unit of Participation as of
              said Plan termination divided by the Total Unit Deferral
              amount for that Unit of Participation.

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


Section 9 - Miscellaneous

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

       9.2  Trust Fund.  The Employer shall be responsible for the
       payment of all benefits provided under the Plan.  At its
       discretion, the Company may establish one or more trusts, for the
       purpose of providing for the payment of such benefits.  Such
       trust or trusts may be irrevocable, but the assets thereof shall
       be subject to the claims of the Employer's creditors.  To the
       extent any benefits provided

<PAGE>
                                       18

       under the Plan are actually paid from any such trust, the
       Employer shall have no further obligation with respect thereto,
       but to the extent not so paid, such benefits shall remain the
       obligation of and shall be paid by, the Employer.

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

       9.4    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 the amounts,
       if any, payable hereunder, or any part thereof, which are, and
       all rights to which are, expressly declared to be unassignable
       and non-transferable.  No part of the amounts payable shall,
       prior to actual payment, be subject to seizure or sequestration
       for the payment of any debts, judgments, alimony or separate
       maintenance owed by a Participant or any other person, nor be
       transferable by operation of law in the event of a Participant's

       or any other person's bankruptcy or insolvency.

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

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

<PAGE>
                                       19

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

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

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

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

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

       9.12   Notice.  Any notice or filing required or permitted to be

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

<PAGE>
                                      20

                          SOUTHWESTERN BELL CORPORATION

                                SENIOR MANAGEMENT

                      DEFERRED COMPENSATION PLAN AGREEMENT

              THIS AGREEMENT is made and entered into at 
St. Louis, Missouri as of the 31st day of December, 1983, by and between
SOUTHWESTERN BELL CORPORATION ("Company"), and ___________________________
("Senior Manager").

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

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

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

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

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

       2.     The Senior Manager was born on ______________.

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

<PAGE>
                                       21

       4.     The Senior Manager's Compensation during a calendar year shall

       be reduced in accordance with Exhibit A attached to this Agreement.

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

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

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

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

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

                      (i)   ____    In a lump sum payment.

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

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

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

<PAGE>
                                       22

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

              (a) ______.    Commencing at age 65.

              (b) ______.    Commencing at Early Retirement.

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


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

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

THE COMPANY:
                         By_________________________________
                         Its Senior Vice President-
                               Human Resources

SENIOR MANAGER:          _________________________   _______
                                 Signature            Date

<PAGE>
                                      23

                          SOUTHWESTERN BELL CORPORATION
                                SENIOR MANAGEMENT
                      DEFERRED COMPENSATION PLAN AGREEMENT

                                    Exhibit A

                           19__ Unit of Participation

Unit Start Date: _________, 19__   Unit Deferral Period: __ Months

                                                Annual Amount (1)
               Year                                 Deferred
               ----                             -----------------
1.   Unit Start Date:

     1984     (commencing the first day
               of the month of ________)          $  _________

2.   1985                                            _________

3.   1986                                            _________
                                  
4.   1987                                            _________

5.   1988                                            _________

6.   1989                                            _________

7.   1990                                            _________

8.   1991                                            _________
               
9.   1992      (ending the last day of
                the month of ________)               _________

                             Total Unit
                             Deferral Amount      $___________

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

