

                       SOUTHWESTERN BELL CORPORATION

                      OFFICER RETIREMENT SAVINGS PLAN

                        Effective: November 1, 1993

                          SOUTHWESTERN BELL CORPORATION
                         OFFICER RETIREMENT SAVINGS PLAN

Section 1 - Statement of Purpose

               The purpose of the Officer Retirement Savings Plan 
               ("Plan") is to provide a means for elective retirement
               savings for a select group of management employees
               consisting of Eligible Employees 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:

               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 Executive Vice President-Human
               Resources, or successor position, to administer the
               Plan.

               Agreement.  "Agreement" means the written agreement
               entitled "OFFICER RETIREMENT SAVINGS PLAN ("PLAN")
               ENROLLMENT FORM" (substantially in the form attached
               hereto as Exhibit (1)) that shall be entered into by
               the Employer and a Participant to carry out the Plan
               with respect to such Participant.

               Base Salary.  "Base Salary" means the Participant's
               base salary before reduction due to any contribution
               pursuant to this Plan or reduction pursuant to any
               deferral plan of the Employer, including but not
               limited to a plan that includes a qualified cash or
               deferred arrangement under Section 401(k) of the
               Internal Revenue Code ("Code").

               Beneficiary.  "Beneficiary" means the person or persons
               designated as such in accordance with Section 7 of this
               Plan.

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

               Chairman.  "Chairman" means the Chairman of the Board
               of Southwestern Bell Corporation ("Chairman").

               Declared Rate.  "Declared Rate" means with respect to
               any Plan Year the interest rate which will be credited
               during such Plan Year on a Participant's Pre-Tax
               Account for any Savings Unit which has not yet

               commenced benefit payments.  The Declared Rate for each
               Plan Year will be announced on/or before the beginning
               of the applicable Plan Year.  The Declared Rate for any
               Plan Year shall be the Moody's Corporate Bond Yield
               Average-Monthly Average Corporates as published by
               Moody's Investor's Service, Inc. (or any successor
               thereto) for the month of September before the Plan
               Year in question and rounded to the next higher tenth
               of one percent, or, if such yield is no longer
               published, a substantially similar average selected by
               the Administrative Committee. 

               Disability.  "Disability" means inability to work due
               to being physically disabled.

               Eligible Employee.  "Eligible Employee" means an
               Employee of the Employer who (a) is in active service,
               (b) is an Officer or has an employment status which has
               been approved by the Board or the HRC to be eligible to
               participate in this Plan, (c) has an annual Base Salary
               exceeding $250,000 and (d) who continuously maintains
               the employment status upon which eligibility to
               participate in this Plan was based.

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

               Employer.  "Employer" means Southwestern Bell
               Corporation or any of its subsidiaries. 

               HRC.  "HRC" means the Human Resources Committee of the
               Board. 

               Officer.  "Officer" means an individual employed by
               Employer who has been elected an officer of the Company
               by the Board and whose title is Vice President or
               higher or an individual at an equivalent level in a
               Subsidiary.

               Participant.  "Participant" means an Employee
               participating in the Plan.

               Plan Year.  "Plan Year" means the calendar year except
               the 1993 Plan Year shall mean November 1, 1993 through
               the end of the 1993 calendar year.

               Pre-Tax Account.  "Pre-Tax Account" means the account
               maintained on a pre-tax basis on the books of account
               of the Employer for each Participant for each Savings
               Unit to which Pre-Tax Amounts are credited.

               Pre-Tax Amount.  "Pre-Tax Amount" means an amount of
               Base Salary contributed by Participant on a pre-tax
               basis with respect to a Savings Unit under this Plan.


               Retirement.  "Retirement" means the termination of a
               Participant's employment with Employer, for reasons
               other than death, on or after the date Participant is
               eligible to retire with an immediate pension pursuant
               to the Southwestern Bell Corporation Pension Benefit
               Plan and/or the Southwestern Bell Corporation
               Supplemental Retirement Income Plan ("SRIP"). 

               Retirement Distribution.  "Retirement Distribution"
               means the distribution described in Section 6.1.

               Savings Unit.  "Savings Unit" means the Participant's
               Pre-Tax Amount which provides stated distributions
               pursuant to Section 6 of this Plan in accordance with
               the Participant's Agreement for such Savings Unit.

               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.

               Unit Period.  "Unit Period" means the calendar year
               with respect to which the Participant participates in
               the Plan.  The Unit Period for a Savings Unit will
               commence on the Unit Start Date and end upon the
               earliest to occur of the following:  (i) the last day
               of the calendar year which includes the Unit Start
               Date, or (ii) when the Participant terminates
               employment, terminates the Savings Unit or ceases to be
               an Eligible Employee. 

               Unit Start Date.  "Unit Start Date" means the date for
               commencement of a given Savings Unit.  The Unit Start
               Date will be January 1, except (1) a new Participant
               shall be permitted to elect a Unit Start Date within
               thirty (30) days after such Participant first becomes
               an Eligible Employee and (2) with respect to a 1993
               Savings Unit, the Unit Start Date shall be November 1,
               1993.

Section 3 - Administration of the Plan

               The Administrative Committee shall be the sole
               administrator of the Plan and will interpret, construe
               and apply Plan provisions in accordance with the terms
               of the Plan.  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.

Section 4 - Participation


               4.1  Commencement of a Savings Unit.  Any Eligible
               Employee may commence a Savings Unit by filing a
               completed Agreement with the Administrative Committee
               prior to the Unit Start Date.  With respect to the 1993
               Plan Year, any Eligible Employee may commence a 1993
               Savings Unit by filing a completed Agreement with the
               Administrative Committee prior to December 1, 1993. 
               Pursuant to any such Agreement, the Eligible Employee
               shall elect the percentage of monthly Base Salary that
               shall comprise Participant's Pre-Tax Amount.  Such
               percentage shall remain in effect for the duration of
               the Unit Period even if Base Salary should change.  In
               the Agreement, the Participant shall also elect the
               timing of distribution of benefits pursuant to this
               Plan.  Only annual Base Salary amounts expected to
               exceed $250,000 per Plan Year shall be eligible to be
               contributed under this Plan.  

               4.2  Termination of Participation.  A Participant's
               participation in the Plan for the duration of the Unit
               Period is irrevocable upon the filing of his Agreement
               with the Administrative Committee; provided however,
               such participation may be terminated 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. 

Section 5 - Participant Account(s)

               5.1  Participant Deferrals.  The percentage of monthly
               Base Salary that shall comprise Participant's Pre-Tax
               Amount shall be deferred each month or as otherwise may
               be permitted by the HRC.  The Administrative Committee
               shall establish and maintain a separate Pre-Tax Account
               for each Participant for each Savings Unit.  The amount
               by which a Participant's Base Salary is reduced each
               month shall be credited by the Employer to the
               Participant's Pre-Tax Account for such Savings Unit no
               later than the first day of the following month, and
               such Pre-Tax Account shall be debited by the amount of
               any payments made by the Employer to the Participant or
               the Participant's Beneficiary with respect to such
               Savings Unit pursuant to this Plan.

               With respect to each Savings Unit, the Pre-Tax Account
               of a Participant shall be deemed to bear interest from
               the date such Pre-Tax Account was established through
               the date of commencement of benefit payments at a rate
               equal to the applicable Declared Rate for the
               particular Plan Year on the balance from month-to-month
               in such Pre-Tax Account.  Interest will be credited
               monthly to the Pre-Tax Account at one-twelfth of the

               annual Declared Rate, compounded annually.  Following
               the commencement of benefit payments with respect to a
               Savings Unit, a Participant's Pre-Tax Account shall be
               deemed to bear interest on the balance in such Pre-Tax
               Account from month-to-month at a rate equal to one-
               twelfth of the average of the annual Declared Rates for
               the five (5) Plan Years ending prior to commencement of
               benefit payments (or, if the Plan has been in operation
               for less than five (5) Plan Years, the average of the
               Declared Rates for all Plan Years ending prior to
               commencement of benefit payments).  A Participant's
               interest in his Pre-Tax Account(s) shall be 100% vested
               at all times.  

               5.2  Statement of Account(s).  Each Participant will
               receive annual statements in such form as the
               Administrative Committee deems desirable setting forth
               the balance of the Participant's Pre-Tax Account(s). 

Section 6 - Benefits

               6.1  Retirement Distribution.  Upon Retirement, with
               respect to a Savings Unit, the Employer shall pay to
               the Participant an equal amount each month for one
               hundred eighty (180) months, beginning in January of
               the year next following the date of Retirement, which
               will amortize over such one hundred eighty (180) equal
               monthly payments the sum of (a) the value of the Pre-
               Tax Account for such Savings Unit as of the date of
               commencement of payments, plus (b) the interest that
               will accrue on the unpaid balance in such Pre-Tax
               Account during such one hundred eighty (180) month
               period pursuant to Section 5.1 ("Standard Retirement
               Benefit").  Alternatively, a Participant may elect in
               the Agreement for any Savings Unit to receive an
               alternative retirement benefit in lieu of the Standard
               Retirement Benefit ("Alternative Retirement Benefit")
               for such Savings Unit either in a lump sum payment or
               in sixty (60) or one hundred twenty (120) equal monthly
               payments, with the amount of each monthly payment to be
               calculated in accordance with the principle stated in
               the preceding sentence.  If a Participant fails to
               submit an election as to the number of months of
               distribution for Participant's Retirement Benefit prior
               to January 1 of the year next following the date of
               Retirement, such Participant will receive distribution
               in the form of a Standard Retirement Benefit.

               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 Retirement, a
               Participant has recognized gross income for Federal
               income tax purposes in excess of the Retirement
               Distribution installment actually distributed by the

               Employer to which such gross income is attributable,
               the Employer shall make a lump sum distribution to the
               Participant of his Pre-Tax Account for any affected
               Savings Unit.  If a distribution is made to a
               Participant pursuant to this paragraph for any Savings
               Unit, no other distributions shall thereafter be made
               under this Plan with respect to such Savings Unit.

               Notwithstanding any election made by the Participant,
               the Administrative Committee will distribute the
               Participant's Retirement Distribution in the form of a
               lump sum distribution if the value of a Savings Unit is
               less than $10,000 when distribution of the Retirement
               Distribution for such Savings Unit would otherwise
               commence. 

               In the event that the HRC shall determine that it is in
               the best interest of a Participant and the Company, the
               HRC may, with the Participant's consent, in its
               complete and sole discretion, distribute the
               Participant's Retirement Distribution prior to the
               Participant's Retirement at such date determined by the
               HRC.

               6.2  Termination Distribution.

               6.2(a)  Termination of Employment Before Retirement. 
               Termination of employment of the Participant for
               reasons other than death or Retirement shall not affect
               any distribution elections previously made by the
               Participant with respect to a Savings Unit.  The
               termination shall be considered a Retirement under
               provisions of the Plan.

               6.2(b)  Termination of a Savings Unit.  A Participant
               shall terminate a Savings Unit if he terminates his
               participation in the Plan with respect to a Savings
               Unit as permitted pursuant to Section 4.2.  The
               Participant shall continue to be credited with interest
               on his Pre-Tax Account applicable to such Savings Unit
               as provided under Section 5.1 while he remains in
               employment with the Employer.  However, no further
               Participant contributions to this Plan shall be made
               pursuant to Section 5.1 with respect to the Savings
               Unit after a Participant terminates such Savings Unit.

               6.2(c)  Loss of Eligibility.  Subject to Section 9.8,
               in the event that the Participant ceases to be an
               Eligible Employee by reason of a change to an
               employment status which is not eligible to participate
               in this Plan, the Participant shall nevertheless
               continue participation in this Plan while he remains in
               employment with the Employer; however, no further
               Participant contributions shall be made to this Plan

               pursuant to Section 5.1.

               6.3  Disability.  In the event that a Participant
               incurs a Disability, contributions that otherwise would
               have been credited to Participant's Pre-Tax Account in
               accordance with Section 5.1 will continue to be
               credited to such Account out of his disability payments
               at the same time and in the same amounts as they would
               have been credited if the Participant had not suffered
               a Disability 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.  At
               such time as the Participant is not eligible to receive
               monthly disability benefits equal to 100 percent of his
               monthly Base Salary at the time of his Disability,
               Participant contributions that otherwise would have
               been credited to the Pre-Tax Account of the Participant
               in accordance with Section 5.1 shall cease. 

               If the Participant's Disability ceases and Participant
               returns within sixty (60) days thereafter to employment
               with the Employer in an employment status which would
               make him eligible to participate in this Plan and prior
               to the end of the original Unit Period, the Participant
               shall continue or resume making contributions in
               accordance with Section 5.1 until the end of the
               original Unit Period.

               If the Participant's Disability ceases, the Participant
               shall be treated as terminating service with the
               Employer on the date his Disability ceases, unless
               within sixty (60) days thereafter he returns to
               employment with Employer in an employment status which
               makes him eligible to participate in this Plan.

               If a Participant's Disability terminates by reason of
               his death, the rights of his Beneficiary shall be
               determined pursuant to Section 6.4 as if the
               Participant had not been disabled but rather had been
               in service on the date of his death and died on such
               date.  If a Participant's Disability terminates by
               reason of attainment of age 65, the Participant shall
               upon the attainment of age 65 be entitled to a
               Retirement Distribution determined pursuant to
               Section 6.1.  If a Participant's Disability terminates
               by reason of Retirement, the Participant shall be
               treated as having a Retirement on the date elected by
               the Participant and shall be entitled to a Retirement
               Distribution determined pursuant to Section 6.1.

               6.4  Survivor Distribution.

               6.4(a)  If a Participant dies while in service with the
               Employer (or while absent because of Disability) or

               after Retirement (or after a termination which is
               considered a Retirement pursuant to Section 6.2(a)) but
               before commencement of distribution of a Retirement
               Distribution with respect to a Savings Unit, the
               Employer will distribute to the Participant's
               Beneficiary such Participant's Retirement Distribution
               with respect to such Savings Unit determined as if the
               Participant had retired on the day of such
               Participant's death.  Such distribution shall be made
               in accordance with the number of installments which the
               Participant's Beneficiary elects for distribution of
               Participant's Retirement Distribution.  Such election
               shall be irrevocable and shall be made prior to January
               1 of the year next following the date of death.   

               6.4(b)  If a Participant dies after the commencement of
               payment of a Retirement Distribution with respect to a
               Savings Unit, the Employer will distribute to the
               Participant's Beneficiary the remaining installments
               that would have been distributed to the Participant had
               the Participant survived. 

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 distributions under this Plan shall be made in the
               event of his death prior to complete distribution to
               Participant of the distributions 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 distributions, then
               the Administrative Committee shall direct the
               distribution of such distributions in accordance with
               the SBC Rules for Employee Beneficiary Designations. 

Section 8 - Discontinuation, Termination, Amendment

               8.1  Company's Right to Discontinue Offering Savings

               Units.  The HRC may at any time discontinue offerings
               of additional Savings Units with respect to any or all
               future Plan Years.  Any such discontinuance shall have
               no effect upon the contributions or the terms or
               provisions of this Plan as applicable to any then
               existing Savings Units. 

               8.2  Company's Right to Terminate Plan.  No Savings
               Unit may be commenced after December 31, 2003.  The HRC
               may terminate the Plan at any earlier time. 
               Termination of the Plan shall mean that (1) there shall
               be no further offerings of additional Savings Units
               with respect to any future Plan Year: (2) contributions
               shall prospectively cease with respect to all Savings
               Units for the then Plan Year and thereafter; and (3)
               all then existing Savings Unit shall be treated as
               follows:

                    The Participant shall receive or continue to
                    receive all distributions 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 distributions
                    under a Savings Unit that is not completed due to
                    a termination of the Plan under this Section 8.2
                    shall be based upon only the actual contributions
                    made with respect to such Savings Unit prior to
                    such termination, and interest on same thereafter.

               8.3  Amendment.  The Chairman may make non-material
               changes to the Plan and/or changes required or made
               desirable by law.  The HRC may at any time amend the
               Plan in whole or in part provided, however, that no
               amendment, including an amendment to this Section 8,
               altering to the detriment of such Participant the
               distributions described in this Plan as applicable to a
               Savings Unit of the Participant, or decreasing the
               balance credited to such Participant's Pre-Tax Account
               under the Plan, shall be effective without the written
               consent of a Participant.  For purposes of this
               Section 8, an alteration to the detriment of a
               Participant shall mean a reduction in the period of
               time over which payments are distributable under a
               Participant's Agreement, or any reduction in the value
               of a Pre-Tax Account.  Written notice of any amendment
               shall be given to each Participant.  

Section 9 - Miscellaneous.

               9.1  Additional Benefit.  The reduction of any benefit
               payable under the Southwestern Bell Corporation Pension
               Benefit Plan, which results from participation in this
               Plan, will be restored as an additional benefit ("make-
               up piece") under this Plan or under any other

               comparable non-qualified savings plan.  The
               Administrative Committee shall have the option to
               distribute, in a lump sum, the present value equivalent
               of the pension retirement benefit (life annuity) make-
               up piece.  Notwithstanding the preceding provisions of
               this Section 9.1, 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.

               9.2  Small Distribution.  Notwithstanding any election
               made by the Participant, the Administrative Committee
               will distribute any Pre-Tax Account in the form of a
               lump sum distribution if the Participant's Pre-Tax
               Account has a value less than $10,000 when such
               distribution would otherwise commence. 

               9.3  Emergency Distribution.  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 distribute to the
               Participant, as soon as practicable following such
               determination, a payment from his Pre-Tax Account for
               one or more Savings Units as necessary 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 receipt of an Emergency Benefit,
               except for mandatory savings as required pursuant to
               Section 4.1, a Participant shall not be permitted to
               commence a new Savings Unit until one whole calendar
               year has elapsed.

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

               9.5  Withholding.  Upon any distribution hereunder,
               payment shall be reduced by the minimum amount
               necessary to satisfy Federal, state or local taxes
               required by law to be withheld with respect to such
               distribution. 

               9.6  Transfer to Bellcore.  If a Participant transfers

               to Bellcore, all of the Participant's Savings Units
               shall automatically be frozen upon such transfer,
               unless otherwise determined by the Administrative
               Committee.  No further Participant contributions shall
               be made subsequent to the transfer.  During the period
               of employment at Bellcore (for a period not to exceed
               five (5) years), the Participant shall continue to be
               credited with interest on his Pre-Tax Accounts as
               provided under Section 5.1 and all distributions shall
               continue to be payable to the Participant or the
               Participant's Beneficiaries in accordance with Section
               6 hereof.  If the Participant has not resumed
               employment with the Employer in an employment status
               which makes him eligible to participate in this Plan
               within five (5) years from date of transfer, a
               Termination Distribution based on the amounts credited
               to the Participant's Pre-Tax Accounts shall be paid
               upon termination of employment with Bellcore or the
               expiration of such five (5) year period, whichever is
               earlier.  

               9.7  Leave of Absence.  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
               granted in conformity with the rules of the Employer
               which employs the individual), all of the Participant's
               Savings Units shall automatically be frozen upon such
               leave of absence, unless otherwise determined by the
               Administrative Committee.  No Participant contributions
               shall be made during the leave of absence.  However,
               during the leave of absence, the Participant shall
               continue to be credited with interest on his Pre-Tax
               Accounts, as provided under Section 5.1 and all
               distributions shall continue to be payable to the
               Participant and his Beneficiaries in accordance with
               Section 6 hereof.  If the participant returns to
               employment with the Employer in an employment status
               which makes him eligible to participate in this Plan
               before completion of or immediately upon the expiration
               of the leave of absence, Participant contributions will
               resume until the end of the original Unit Period.  If
               the Participant has not resumed employment with the
               Employer in an employment status which makes him
               eligible to participate in this Plan before completion
               of or immediately upon the expiration of the leave of
               absence, a Termination Distribution based on the
               amounts credited to the Participant's Pre-Tax Accounts
               shall be paid to the Participant. 

               This Section 9.7 shall not apply with respect to any
               period during which a Participant is suffering from a
               Disability, and such period of Disability shall not be

               included under this Section 9.7 as a portion of a
               period of leave of absence. 

               9.8  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
               distribution of his Pre-Tax Accounts.  Upon such
               payment no other distribution shall thereafter be
               payable under this Plan either to the Participant or
               any Beneficiary of the Participant, except as provided
               under Section 9.1. 

               9.9  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.  No
               assets of 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 Employer under this Plan.  Any and all
               of the Employer's assets 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 under the Plan in the future. 

               9.10  Offset.  If a Participant becomes entitled to a
               distribution under the Plan, the Employer may offset
               against the amount 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 in its sole discretion.

               9.11  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 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. 

               9.12  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.

               9.13  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. 

               9.14  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. 

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

               9.16  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.

               9.17  Notice.  Any notice or filing required or
               permitted to be given to the Administrative 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 Senior Executive Vice
               President-Human Resources of the Employer.  Such notice
               shall be deemed given on the date of delivery or, if
               delivery is made by mail, on the date shown on the
               postmark on the receipt for registration or
               certification. 

               9.18  Successors and Assigns.  This Plan shall be
               binding upon the Company and its successors and
               assigns.

               9.19  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 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.

                                  INDEX

Section                       Subject                  
- -------                       -------
  1            Statement of Purpose                           

  2            Definitions                                  

  3            Administration of the Plan                

  4            Participation                             
               4.1  Commencement of a Savings Unit
               4.2  Termination of Participation

  5            Participant Account(s)                    
               5.1  Participant Deferrals
               5.2  Statement of Account(s)

  6            Benefits                        
               6.1  Retirement Distribution
               6.2  Termination Distribution
               6.3  Disability
               6.4  Survivor Distribution

  7            Beneficiary Designation                   

  8            Discontinuation, Termination, Amendment
               8.1  Company's Right to Discontinue Offering Savings Units
               8.2  Company's Right to Terminate Plan
               8.3  Amendment

  9            Miscellaneous
               9.1  Additional Benefit
               9.2  Small Distribution
               9.3  Emergency Distribution
               9.4  Commencement of Payments
               9.5  Withholding
               9.6  Transfer to Bellcore
               9.7  Leave of Absence
               9.8  Ineligible Participant
               9.9  Unsecured General Creditor
               9.10  Offset
               9.11  Non-Assignability
               9.12  Employment Not Guaranteed
               9.13  Gender, Singular and Plural
               9.14  Captions
               9.15  Applicable Law
               9.16  Validity
               9.17  Notice
               9.18  Successors and Assigns
               9.19  Trust Fund

Exhibit (1) - AGREEMENT


                                                                     EXHIBIT (1)

        SBC OFFICER RETIREMENT SAVINGS PLAN ("PLAN") ENROLLMENT FORM

1994 ENROLLMENT FORM                         DUE DATE:  12/15/93
                                             Return of this Form is Required.


Name ____________________________ Social Security Number____________________
     Please Print

Officer hereby agrees to contribute a portion of his/her monthly Base
Salary, effective January 1, 1994, as shown below, the terms of the Plan to
govern and control (all elections are irrevocable):  

          Pre-Tax Amount (deferral percentage) = ___________% (Note 1 & 2)

The distribution of this Unit including my contributions and interest
thereon shall be as follows (Note 3):

___  I elect to defer making my choice as to the number of payments for my
     Retirement Distribution which shall commence in January of the year
     following my Retirement until no later than the last day of the
     calendar year in which my Retirement takes place.

___  I elect to receive my  Retirement Distribution commencing in
     January of the year following my Retirement in _________ (specify
     number 1,60,120, or 180) monthly installments.

Note 1:   This is your pre-tax deferral percentage for this Plan only. 
          This does not affect deferrals related to your deferred
          compensation plans' Units or your Stock Savings Plan Units.  The
          percentage will apply to your full Base Salary before deferrals
          to other plans.

Note 2:   Only Base Salary above $250,000 can be deferred.
          
Note 3:   Withholding on all distributions will be at the minimum rate
          prescribed by law.

ACCEPTED AND AGREED:
BY THE COMPANY:                          BY OFFICER:

By ____________________________________  ____________________________________
   Its Senior Executive Vice             Signature                Date
   President-Human Resources

