

<PAGE>
                     ASSOCIATED COMMUNICATIONS CORPORATION                 PROXY
                              CLASS A COMMON STOCK
               ANNUAL MEETING OF STOCKHOLDERS--SEPTEMBER 22, 1994
 
     The undersigned hereby appoints each of Myles P. Berkman and David J.
Berkman as Proxies, each with the full power to appoint a substitute, to
represent and to vote, as designated below, all the shares of Class A Common
Stock of Associated Communications Corporation, a Delaware corporation (the
'Company'), the undersigned may be entitled to vote, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders to be held on September 22, 1994 and any adjournment or
postponement thereof (the 'Meeting'). In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
Meeting, the election of an alternative person to serve as a director if Donald
H. Jones is unable to serve or for good cause will not serve, and matters
incident to the conduct of the meeting. This proxy revokes all prior proxies
given by the undersigned.
 
     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT (AS DEFINED
HEREIN), FOR THE ELECTION OF DONALD H. JONES AS A DIRECTOR AND FOR ADJOURNING
THE ANNUAL MEETING, IF NECESSARY. ADDITIONALLY, THIS PROXY WILL BE VOTED IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING, THE ELECTION OF AN ALTERNATIVE PERSON TO SERVE AS A DIRECTOR IF
DONALD H. JONES IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND MATTERS
INCIDENT TO THE CONDUCT OF THE MEETING. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
THE COMPANY'S PROXY STATEMENT DATED JULY 29, 1994 AND THE RELATED NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS AND THE 1993 ANNUAL REPORT.
 
              (continued--to be dated and signed on reverse side)

<PAGE>
THE COMPANY RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT, FOR THE ELECTION OF DONALD J. JONES AS DIRECTOR AND FOR
ADJOURNING THE ANNUAL MEETING.
 
   1. Approval and adoption of the Agreement and Plan of Merger and
Reorganization, dated as of February 23, 1994, among the Company, Southwestern
Bell Corporation, a Delaware corporation ('SBC'), and SBMS Acquisition Corp., a
Delaware corporation and an indirect wholly owned subsidiary of SBC
('Purchaser'), pursuant to which, among other things, immediately following the
Distribution contemplated by the Merger Agreement, Purchaser will be merged with
and into Associated upon the terms and conditions contained in the Merger
Agreement (the 'Merger'), and Associated will become an indirect wholly owned
subsidiary of SBC.
 
      FOR    AGAINST    ABSTAIN

      / /      / /        / /

2. Election of director duly nominated: Donald M. Jones

      FOR        WITHHOLD
      the        AUTHORITY
      nominee    to vote for
                 the nominee

      / /        / /

3. To vote to adjourn the Annual Meeting for up to 30 days to solicit
additional votes if necessary to approve and adopt the Merger Agreement.

      FOR    AGAINST    ABSTAIN

      / /      / /        / /

Please mark, date and sign your name as it appears on this proxy card and return
it in the enclosed envelope. If shares are held by two or more holders, each
holder should sign. If shares are held in more than one capacity this proxy will
be deemed valid for all shares held in all capacities. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title. If a
corporation, please sign in full corporate name by Chairman of the Board,
President, Secretary, Treasurer, or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person.

Please sign here exactly as your name(s) appear(s) to the left.
 
Dated _______________________, 1994
 
___________________________________
(Signature)

___________________________________
(Signature)


___________________________________
(Title or Authority)

                   'PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
                   PROCESSING EQUIPMENT WILL RECORD YOUR VOTES'

<PAGE>
 
                     ASSOCIATED COMMUNICATIONS CORPORATION                 PROXY
                              CLASS B COMMON STOCK
               ANNUAL MEETING OF STOCKHOLDERS--SEPTEMBER 22, 1994
 
     The undersigned hereby appoints each of Myles P. Berkman and David J.
Berkman as Proxies, each with the full power to appoint a substitute, to
represent and to vote, as designated below, all the shares of Class B Common
Stock of Associated Communications Corporation, a Delaware corporation (the
'Company'), the undersigned may be entitled to vote, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders to be held on September 22, 1994 and any adjournment or
postponement thereof (the 'Meeting'). In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
Meeting, the election of an alternative person to serve as a director if Donald
H. Jones is unable to serve or for good cause will not serve, and matters
incident to the conduct of the meeting. This proxy revokes all prior proxies
given by the undersigned.
 
     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT (AS DEFINED
HEREIN), FOR THE ELECTION OF DONALD H. JONES AS A DIRECTOR AND FOR ADJOURNING
THE ANNUAL MEETING, IF NECESSARY. ADDITIONALLY, THIS PROXY WILL BE VOTED IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING, THE ELECTION OF AN ALTERNATIVE PERSON TO SERVE AS A DIRECTOR IF
DONALD H. JONES IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND MATTERS
INCIDENT TO THE CONDUCT OF THE MEETING. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
THE COMPANY'S PROXY STATEMENT DATED JULY 29, 1994 AND THE RELATED NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS AND THE 1993 ANNUAL REPORT.
 
              (continued--to be dated and signed on reverse side)

<PAGE>
THE COMPANY RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT, FOR THE ELECTION OF DONALD J. JONES AS DIRECTOR AND FOR
ADJOURNING THE ANNUAL MEETING.
 
   1. Approval and adoption of the Agreement and Plan of Merger and
Reorganization, dated as of February 23, 1994, among the Company, Southwestern
Bell Corporation, a Delaware corporation ('SBC'), and SBMS Acquisition Corp., a
Delaware corporation and an indirect wholly owned subsidiary of SBC
('Purchaser'), pursuant to which, among other things, immediately following the
Distribution contemplated by the Merger Agreement, Purchaser will be merged with
and into Associated upon the terms and conditions contained in the Merger
Agreement (the 'Merger'), and Associated will become an indirect wholly owned
subsidiary of SBC.
 
      FOR    AGAINST    ABSTAIN

      / /      / /        / /

2. Election of director duly nominated: Donald M. Jones

      FOR        WITHHOLD
      the        AUTHORITY
      nominee    to vote for
                 the nominee

      / /        / /

3. To vote to adjourn the Annual Meeting for up to 30 days to solicit
additional votes if necessary to approve and adopt the Merger Agreement.

      FOR    AGAINST    ABSTAIN

      / /      / /        / /

Please mark, date and sign your name as it appears on this proxy card and return
it in the enclosed envelope. If shares are held by two or more holders, each
holder should sign. If shares are held in more than one capacity this proxy will
be deemed valid for all shares held in all capacities. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title. If a
corporation, please sign in full corporate name by Chairman of the Board,
President, Secretary, Treasurer, or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person.

Please sign here exactly as your name(s) appear(s) to the left.
 
Dated _______________________, 1994
 
___________________________________
(Signature)

___________________________________
(Signature)


___________________________________
(Title or Authority)

                   'PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
                   PROCESSING EQUIPMENT WILL RECORD YOUR VOTES'
