

                                                              Exhibit 10.d
                                

                   
                  1996 Stock and Incentive Plan

Article 1. Establishment and Purpose

     1.1 Establishment of the Plan.  SBC Communications Inc., a
Delaware corporation (the "Company" or "SBC"), hereby establishes
an incentive compensation plan (the "Plan"), as set forth in this
document.

     1.2 Purpose of the Plan.  The purpose of the Plan is to
promote the success and enhance the value of the Company by
linking the personal interests of Participants to those of the
Company's shareowners, and by providing Participants with an
incentive for outstanding performance.

     The Plan is further intended to attract and retain the
services of Participants upon whose judgment, interest, and
special efforts the successful operation of SBC and its
subsidiaries is dependent.

     1.3 Effective Date of the Plan.  The Plan shall become
effective on January 1, 1996; however, grants may be made before
that time subject to becoming effective on or after that date.
During the first year this Plan is effective, Awards shall be
issued only to the extent the potential payout of Shares shall
not exceed 10% of the Shares approved for issuance under this
Plan.

Article 2. Definitions

     Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the meaning is intended,
the initial letter of the word is capitalized:

     (a)  "Award" means, individually or collectively, a grant
     under this Plan of Nonqualified Stock Options, Incentive
     Stock Options, Restricted Stock, Performance Units, or
     Performance Shares.

     (b)  "Award Agreement" means an agreement which may be
     entered into by each Participant and the Company, setting
     forth the terms and provisions applicable to Awards granted
     to Participants under this Plan.

     (c)  "Board" or "Board of Directors" means the SBC Board of
     Directors.

     (d)  "Cause" shall mean willful and gross misconduct on the
     part of an Employee that is materially and demonstrably
     detrimental to the Company or any Subsidiary as determined
     by the Committee in its sole discretion.

     (e)  "Change in Control" shall be deemed to have occurred if
     (i) any "person" (as such term is used in Sections 13(d) and
     14(d) of the Exchange Act), other than a trustee or other
     fiduciary holding securities under an employee benefit plan
     of the Company or a corporation owned directly or indirectly
     by the shareowners of the Company in substantially the same
     proportions as their ownership of stock of the Company, is
     or becomes the "beneficial owner" (as defined in Rule 13d-3
     under said Act), directly or indirectly, of securities of
     the Company representing twenty percent (20%) or more of the
     total voting power represented by the Company's then
     outstanding voting securities, or (ii) during any period of
     two (2) consecutive years, individuals who at the beginning
     of such period constitute the Board of Directors of the
     Company and any new Director whose election by the Board of
     Directors or nomination for election by the Company's
     shareowners was approved by a vote of at least two-thirds
     (2/3) of the Directors then still in office who either were
     Directors at the beginning of the period or whose election
     or nomination for election was previously so approved, cease
     for any reason to constitute a majority thereof, or (iii)
     the shareowners of the Company approve a merger or
     consolidation of the Company with any other corporation,
     other than a merger or consolidation which would result in
     the voting securities of the Company outstanding immediately
     prior thereto continuing to represent (either by remaining
     outstanding or by being converted into voting securities of
     the surviving entity) at least eighty percent (80%) of the
     total voting power represented by the voting securities of
     the Company or such surviving entity outstanding immediately
     after such merger or consolidation, or the shareowners of
     the Company approve a plan of complete liquidation of the
     Company or an agreement for the sale or disposition by the
     Company of all or substantially all the Company's assets.

     (f)  "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.

     (g)  "Committee" means the committee or committees, as
     specified in Article 3, appointed by the Board to administer
     the Plan with respect to grants of Awards.

     (h)  "Director" means any individual who is a member of the
     SBC Board of Directors.

     (i)  "Disability" shall mean the Participant's inability to
     perform the Participant's normal Employment functions due to
     any medically determinable physical or mental disability,
     which can last or has lasted 12 months or is expected to
     result in death.

     (j)  "Employee" means any management employee of the Company
     or of one of the Company's Subsidiaries.  "Employment" means
     the employment of an Employee by the Company or one of its
     Subsidiaries.  Directors who are not otherwise employed by
     the Company shall not be considered Employees under this
     Plan.

     (k)  "Exchange Act" means the Securities Exchange Act of
     1934, as amended from time to time, or any
     successor Act thereto.

     (l)  "Exercise Price" means the price at which a Share may
     be purchased by a Participant pursuant to an Option, as
     determined by the Committee.

     (m)  "Fair Market Value" shall mean the closing price of
     Shares on the relevant date, or (if there were no
     sales on such date) the next preceding trading date, all as
     reported in the New York Stock Exchange Composite Trading
     listings, or in a similar report selected by the Committee.
     A trading day is any day that the Stock is traded on the New
     York Stock Exchange.

     (n)  "Incentive Stock Option" or "ISO" means an option to
     purchase Shares from SBC, granted under this Plan, which is
     designated as an Incentive Stock Option and is intended to
     meet the requirements of Section 422 of the Code.

     (o)  "Insider" shall mean an Employee who is, on the
     relevant date, an officer, director, or ten percent (10%)
     beneficial owner of the Company, as those terms are defined
     under Section 16 of the Exchange Act.

     (p) "Key Executive Officer Short Term Award" means a
     Performance Unit expressed in dollars.

     (q)  "Nonqualified Stock Option" or "NQSO" means the option
     to purchase Shares from SBC, granted under this Plan, which
     is not intended to be an Incentive Stock Option.

     (r)  "Option" or "Stock Option" shall mean an Incentive
     Stock Option or a Nonqualified Stock Option, and shall
     include a Restoration Option.

     (s)  "Participant" means a person who holds an outstanding
     Award granted under the Plan.

     (t)  "Performance Unit" and "Performance Share" shall each
     mean an Award granted to an Employee pursuant to Article 8
     herein.

     (u) "Plan" means this 1996 Stock and Incentive Plan.  The
     Plan may also be referred to as the "SBC 1996 Stock and
     Incentive Plan" or as the "SBC Communications Inc. 1996
     Stock and Incentive Plan."

     (v)  "Restricted Stock" means an Award of Stock granted to
     an Employee pursuant to Article 7 herein.

     (w) "Restriction Period" means the period during which
     Shares of Restricted Stock are subject to restrictions or
     conditions under Article 7.

     (x)  "Retirement" or to "Retire" shall mean the termination
     of a Participant's Employment with the Company or one of its
     Subsidiaries, for any reason other than death, Disability or
     for Cause, on or after the date the Participant would be
     eligible to retire with an immediate pension either under
     the rules of the SBC Pension Benefit Plan or the SBC Senior
     Management Supplemental Retirement Income Plan, whether or
     not actually a participant in either such plan, or as
     otherwise provided by the Committee.

     (y)  "Rotational Work Assignment Company" ("RWAC") shall
     mean any entity with which SBC Communications Inc. or any of
     its Subsidiaries may enter into an agreement to provide an
     employee for a rotational work assignment.

     (z)  "Shares" or "Stock" means the shares of common stock of
     the Company.

     (aa)  "Subsidiary" shall mean any corporation in which the
     Company owns directly, or indirectly through
     subsidiaries, more than fifty percent (50%) of the total
     combined  voting power of all classes of Stock, or any other
     entity (including, but not limited to,  partnerships and
     joint ventures) in which the Company owns more than fifty
     percent   (50%) of the combined equity thereof.

     (bb)  "Window Period" means the period beginning on the
     third business day following the date of public release of
     the Company's quarterly sales and earnings information, and
     ending on the twelfth business day following such date.

Article 3. Administration

     3.1 The Committee.  Administration of the Plan shall be
bifurcated as follows:

     (a)  With respect to Insiders, the Plan and all Awards
     hereunder shall be administered only by the Human Resources
     Committee of the Board or such other Committee as may be
     appointed by the Board for this purpose (the "Disinterested
     Committee"), where each Director on such Disinterested
     Committee is a "Disinterested Person" (or any successor
     designation for determining who may administer plans,
     transactions or awards exempt under Section 16(b) of the
     Exchange Act), as that term is used in Rule 16b-3 under the
     Exchange Act, as that rule may be modified from time to
     time.

     (b) The Disinterested Committee and such other Committee as
     the Board may create, if any, specifically to administer the
     Plan with respect to non-Insiders (the "Non-Insider
     Committee") shall each have full authority to administer the
     Plan and all Awards hereunder with respect to all persons
     who are not Insiders, except as otherwise provided herein or
     by the Board.  Either Committee may be replaced by the Board
     at any time.

     3.2 Authority of the Committee.  The Committee shall have
full power except as limited by law and subject to the provisions
herein, to select the recipients of Awards, to determine the size
and types of Awards; to determine the terms and conditions of
such Awards in a manner consistent with the Plan; to construe and
interpret the Plan and any agreement or instrument entered into
under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and (subject to the
provisions of Article 13 herein) to amend the terms and
conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided
in the Plan.  Further, the Committee shall make all other
determinations which may be necessary or advisable for the
administration of the Plan.

     No Award other than Restoration Options may be made under
the Plan after December 31, 2010.

     All determinations and decisions made by the Committee
pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive, and binding
on all persons, including the Company, its stockholders,
Employees, Participants, and their estates and beneficiaries.

     Subject to the terms of this Plan, the Committee is
authorized, and shall not be limited in its discretion, to use
any of the Performance Criteria specified herein in its
determination of Awards under this Plan.

Article 4. Shares Subject to the Plan

     4.1 Number of Shares.  Subject to adjustment as provided in
Section 4.3 herein, the number of Shares available for grant
under the Plan shall not exceed 30 million Shares of Stock.  No
more than 10% of the Shares approved for issuance under this Plan
may be Shares of Restricted Stock.  No more than 40% of the
Shares approved for issuance under this Plan may be issued to
Participants as a result of Performance Share or Restricted Stock
Awards.  The Shares granted under this Plan may be either
authorized but unissued or reacquired Shares.  The Disinterested
Committee shall have full discretion to determine the manner in
which Shares available for grant are counted in this Plan.

     Without limiting the discretion of the Committee under this
section, unless otherwise provided by the Committee, the
following rules will apply for purposes of the determination of
the number of Shares available for grant under the Plan or
compliance with the foregoing limits:

     (a)  The grant of a Stock Option or a Restricted Stock Award
     shall reduce the Shares available for grant under the Plan
     by the number of Shares subject to such Award.  However, to
     the extent the Participant uses previously owned Shares to
     pay the Exercise Price or any taxes, or Shares are withheld
     to pay taxes, these Shares shall be available for regrant
     under the Plan.

     (b)  With respect to Performance Shares, the number of
     Performance Shares granted under the Plan shall be deducted
     from the number of Shares available for grant under the
     Plan. The number of Performance Shares which cannot be, or
     are not, converted into Shares and distributed (including
     deferrals) to the Participant (after any applicable tax
     withholding) following the end of the Performance Period
     shall increase the number of Shares available for regrant
     under the Plan by an equal amount.

     (c)  With respect to Performance Units representing a fixed
     dollar amount that may only be settled in cash, the
     Performance Units Award shall not affect the number of
     Shares available under the Plan.

     4.2 Lapsed Awards.  If any Award granted under this Plan is
canceled, terminates, expires, or lapses for any reason, Shares
subject to such Award shall be again available for the grant of
an Award under the Plan.

     4.3 Adjustments in Authorized Plan Shares.  In the event of
any merger, reorganization, consolidation, recapitalization,
separation, liquidation, Stock dividend, split-up, Share
combination, or other change in the corporate structure of the
Company affecting the Shares, an adjustment shall be made in the
number and class of Shares which may be delivered under the Plan
(including individual limits), and in the number and class of
and/or price of Shares subject to outstanding Awards granted
under the Plan, and/or the number of outstanding Options, Shares
of Restricted Stock, and Performance Shares constituting
outstanding Awards, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights.

Article 5. Eligibility and Participation

     5.1 Eligibility.  All management Employees are eligible to
participate in this Plan.

     5.2 Actual Participation.  Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
eligible Employees, those to whom Awards shall be granted and
shall determine the nature and amount of each Award.  No Employee
is entitled to receive an Award unless selected by the Committee.

Article 6. Stock Options

     6.1 Grant of Options.  Subject to the terms and provisions
of the Plan, Options may be granted to Employees at any time and
from time to time, and under such terms and conditions, as shall
be determined by the Committee.  The Committee shall have
discretion in determining the number of Shares subject to Options
granted to each Employee; provided, however, that the maximum
number of Shares subject to Options which may be granted to any
single Employee during any calendar year shall not exceed 2% of
the Shares approved for issuance under this Plan.  The Committee
may grant ISOs, NQSOs, or a combination thereof; provided,
however, that no ISO may be issued after January 1, 2006.  The
Committee may authorize the automatic grant of additional Options
("Restoration Options") when a Participant exercises already
outstanding Options, or options granted under a prior option plan
of the Company, on such terms and conditions as it shall
determine.  Unless otherwise provided by the Committee, the
number of Restoration Options granted to a Participant with
respect to the exercise of an option (including an Option under
this Plan) shall not exceed the number of Shares delivered by the
Participant in payment of the Exercise Price of such option,
and/or in payment of any tax withholding resulting from such
exercise, and any Shares which are withheld to satisfy
withholding tax liability arising out of such exercise.  A
Restoration Option shall have an Exercise Price of not less than
100% of the per Share Fair Market Value on the date of grant of
such Restoration Option, and shall be subject to all the terms
and conditions of the original grant, including the expiration
date, and such other terms and conditions as the Committee in its
sole discretion shall determine.

     6.2 Form of Issuance.  Each Option grant may be issued in
the form of an Award Agreement and/or may be recorded on the
books and records of the Company for the account of the
Participant. If an Option is not issued in the form of an Award
Agreement, then the Option shall be deemed granted as determined
by the Committee.  The terms and conditions of an Option shall be
set forth in the Award Agreement, in the notice of the issuance
of the grant, or in such other documents as the Committee shall
determine.  Such terms and conditions shall include the Exercise
Price, the duration of the Option, the number of Shares to which
an Option pertains (unless otherwise provided by the Committee,
each Option may be exercised to purchase one Share), and such
other provisions as the Committee shall determine, including, but
not limited to whether the Option is intended to be an ISO or a
NQSO.

     6.3 Exercise Price.  Unless a greater Exercise Price is
determined by the Committee, the Exercise Price for each Option
Awarded under this Plan shall be equal to one hundred percent
(100%) of the Fair Market Value of a Share on the date the Option
is granted.

     6.4 Duration of Options.  Each Option shall expire at such
time as the Committee shall determine at the time of grant (which
duration may be extended by the Committee); provided, however,
that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

     6.5 Vesting of Options.  Options shall vest at such times
and under such terms and conditions as determined by the
Committee; provided, however, unless a later vesting period is
provided by the Committee at or before the grant of an Option,
one-third of the Options will vest on each of the first three
anniversaries of the grant; if one Option remains after equally
dividing the grant by three, it will vest on the first
anniversary of the grant, if two Options remain, then one will
vest on each of the first two anniversaries.  The Committee shall
have the right to accelerate the vesting of any Option; however,
the Chairman of the Board or the Senior Vice President-Human
Resources, or their respective successors, or such other persons
designated by the Committee, shall have the authority to
accelerate the vesting of Options for any Participant who is not
an Insider.

     6.6 Exercise of Options.  Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each
instance approve, which need not be the same for each grant or
for each Participant.

     Options shall be exercised by delivery of a written notice
(including telecopies) to the Company (or, if so provided by the
Company, to its designated agent), which notice shall be
irrevocable, setting forth the exact number of Shares with
respect to which the Option is being exercised and including with
such notice payment of the Exercise Price.  The Company may waive
the requirement that the exercise notice be in writing upon such
terms and conditions as it shall deem appropriate.  When Options
have been transferred, the Company or its designated agent may
require appropriate documentation that the person or persons
exercising the Option, if other than the Participant, has the
right to exercise the Option.   No Option may be exercised with
respect to a fraction of a Share.

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

     Payment may be made:

     (a) in cash, or

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

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

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

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

     6.8 Termination of Employment.

     Unless otherwise provided by the Committee, the following
limitations on exercise of Options shall apply upon termination
of Employment:

     (a) Termination by Death or Disability.  In the event the
     Employment of a Participant shall terminate by reason of
     death or Disability, all outstanding Options granted to that
     Participant shall immediately vest as of the date of
     termination of Employment and may be exercised, if at all,
     no more than three (3) years from the date of the
     termination of Employment, unless the Options, by their
     terms, expire earlier.  However, in the event the
     Participant was eligible to Retire at the time of
     termination of Employment, notwithstanding the foregoing,
     the Options may be exercised, if at all, no more than five
     (5) years from the date of the termination of Employment,
     unless the Options, by their terms, expire earlier.

     (b) Termination for Cause.  If the Employment of a
     Participant shall be terminated by the Company for Cause,
     all outstanding Options held by the Participant shall
     immediately be forfeited to the Company and no additional
     exercise period shall be allowed, regardless of the vested
     status of the Options.

     (c) Retirement or Other Termination of Employment.  If the
     Employment of a Participant shall terminate for any reason
     other than the reasons set forth in (a) or (b), above, all
     outstanding Options which are vested as of the effective
     date of termination of Employment may be exercised, if at
     all, no more than five (5) years from the date of
     termination of Employment if the Participant is eligible to
     Retire, or one (1) year from the date of the termination of
     Employment if the Participant is not eligible to Retire, as
     the case may be, unless in either case the Options, by their
     terms, expire earlier.  In the event of the death of the
     Participant after termination of Employment, this paragraph
     (c) shall still apply and not paragraph (a), above.

     (d) Options not Vested at Termination.  Except as provided
     in paragraph (a), above, all Options held by the Participant
     which are not vested on or before the effective date of
     termination of Employment shall immediately be forfeited to
     the Company (and shall once again become available for grant
     under the Plan).

     (e) Notwithstanding the foregoing, the Committee may, in its
     sole discretion, establish different terms and conditions
     pertaining to the effect of termination of Employment, but
     no such modification shall shorten the terms of Options
     issued prior to such modification.

     6.9 Employee Transfers.  For purposes of the Plan, transfer
of employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) or between the Company
or a Subsidiary and a RWAC, to the extent the period of
employment at a RWAC is equal to or less than five (5) years,
shall not be deemed a termination of Employment.  Provided,
however, for purposes of this Article 6, termination of
employment with a RWAC without a concurrent transfer to the
Company or any of its Subsidiaries shall be deemed a termination
of Employment as that term is used herein.  Similarly,
termination of an entity's status as a Subsidiary or as a RWAC
shall be deemed a termination of Employment of any Participants
employed by such Subsidiary or RWAC.

     6.10 Restrictions on Exercise and Transfer of Options.
Unless otherwise provided by the Committee:

     (a)  During the Participant's lifetime, the Participant's
     Options shall be exercisable only by the Participant or by
     the Participant's guardian or legal representative.  After
     the death of the Participant, except as otherwise provided
     by SBC's Rules for Employee Beneficiary Designations, an
     Option shall only be exercised by the holder thereof
     (including, but not limited to, an executor or administrator
     of a decedent's estate) or his or her guardian or legal
     representative.

     (b)  No Option shall be transferable except: (i) in the case
     of the Participant, only upon the Participant's death and in
     accordance with the SBC Rules for Employee Beneficiary
     Designations; and (ii) in the case of any holder after the
     Participant's death, only by will or by the laws of descent
     and distribution.

     6.11 Competition.  Notwithstanding anything in this Article
6 to the contrary, prior to a Change in Control, in the event the
Committee determines, in its sole discretion, that a Participant
is engaging in competitive activity with the Company, any
Subsidiary, or any business in which any of the foregoing have a
substantial interest (the "SBC Businesses"), the Committee may
cancel any Option granted to such Participant, whether or not
vested, in whole or in part.  Such cancellation shall be
effective as of the date specified by the Committee.  Competitive
activity shall mean any business or activity in the same
geographical market where a substantially similar business
activity is being carried on by an SBC Business, including, but
not limited to, representing or providing consulting services to
any person or entity that is engaged in competition with an SBC
Business or that takes a position adverse to an SBC Business.
However, competitive activity shall not include, among other
things, owning a nonsubstantial interest as a shareholder in a
competing business.

     The determination of whether a Participant has engaged in
competitive activity with the Company shall be determined by the
Committee in good faith and in its sole discretion.

Article 7. Restricted Stock

     7.1 Grant of Restricted Stock.  Subject to the terms and
provisions of the Plan, the Committee, at any time and from time
to time, may grant Shares of Restricted Stock to eligible
Employees in such amounts and upon such terms and conditions as
the Committee shall determine.  In addition to any other terms
and conditions imposed by the Committee, vesting of Restricted
Stock may be conditioned upon the attainment of Performance Goals
based on Performance Criteria in the same manner as provided in
Section 8.4, herein, with respect to Performance Shares.  No
Employee may receive, in any calendar year, in the form of
Restricted Stock more than one-third of 1% of the Shares approved
for issuance under this Plan.

     7.2 Restricted Stock Agreement.  The Committee may require,
as a condition to an Award, that a recipient of a Restricted
Stock Award enter into a Restricted Stock Award Agreement,
setting forth the terms and conditions of the Award.  In lieu of
a Restricted Stock Award Agreement, the Committee may provide the
terms and conditions of an Award in a notice to the Participant
of the Award, on the Stock certificate representing the
Restricted Stock, in the resolution approving the Award, or in
such other manner as it deems appropriate.

     7.3 Transferability.  Except as otherwise provided in this
Article 7, the Shares of Restricted Stock granted herein may not
be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable Restriction
Period established by the Committee, which shall not be less than
a period of three years.

     7.4 Other Restrictions.  The Committee shall impose such
other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable
including, without limitation, a requirement that Participants
pay a stipulated purchase price for each Share of Restricted
Stock and/or restrictions under applicable Federal or state
securities laws; and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

     The Company shall also have the right to retain the
certificates representing Shares of Restricted Stock in the
Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.

     7.5 Removal of Restrictions.  Except as otherwise provided
in this Article 7, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the
Restriction Period and completion of all conditions to vesting,
if any.  However, unless otherwise provided by the Committee, the
Committee, in its sole discretion, shall have the right to
immediately waive all or part of the restrictions and conditions
with regard to all or part of the Shares held by any Participant
at any time.

     7.6 Voting Rights, Dividends and Other Distributions.
During the Restriction Period, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting
rights and shall receive all regular cash dividends paid with
respect to such Shares.  Except as provided in the following
sentence, in the sole discretion of the Committee, other cash
dividends and other distributions paid to Participants with
respect to Shares of Restricted Stock may be subject to the same
restrictions and conditions as the Shares of Restricted Stock
with respect to which they were paid.  If any such dividends or
distributions are paid in Shares, the Shares shall be subject to
the same restrictions and conditions as the Shares of Restricted
Stock with respect to which they were paid.

     7.7 Termination of Employment Due to Death or Disability.
In the event the Employment of a Participant shall terminate by
reason of death or Disability, all Restriction Periods and all
restrictions imposed on outstanding Shares of Restricted Stock
held by the Participant shall immediately lapse and the
Restricted Stock shall immediately become fully vested as of the
date of termination of Employment.

     7.8 Termination of Employment for Other Reasons.  If the
Employment of a Participant shall terminate for any reason other
than those specifically set forth in Section 7.7 herein, all
Shares of Restricted Stock held by the Participant which are not
vested as of the effective date of termination of Employment
immediately shall be forfeited and returned to the Company.

     7.9 Employee Transfers.  For purposes of the Plan, transfer
of employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) or between the Company
or a Subsidiary and a RWAC, to the extent the period of
employment at a RWAC is equal to or less than five (5) years,
shall not be deemed a termination of Employment.  Provided,
however, for purposes of this Article, termination of employment
with a RWAC without a concurrent transfer to the Company or any
of its Subsidiaries shall be deemed a termination of Employment
as that term is used herein.  Similarly, termination of an
entity's status as a Subsidiary or as a RWAC shall be deemed a
termination of Employment of any Participants employed by such
Subsidiary or RWAC.

Article 8. Performance Units and Performance Shares

     8.1 Grants of Performance Units and Performance Shares.
Subject to the terms of the Plan, Performance Shares and
Performance Units may be granted to eligible Employees at any
time and from time to time, as determined by the Committee.  The
Committee shall have complete discretion in determining the
number of Performance Units and/or Performance Shares Awarded to
each Participant.

     8.2 Value of Performance Shares and Units.

     (a)  A Performance Share is equivalent in value to a Share
     of Stock.  In any calendar year, no individual may be
     Awarded Performance Shares having a potential payout of
     Shares of Stock exceeding two-thirds of 1% of the Shares
     approved for issuance under this Plan.

     (b) A Performance Unit shall be equal in value to a fixed
     dollar amount determined by the Committee.  In any calendar
     year, no individual may be Awarded Performance Units having
     a potential payout equivalent exceeding the Fair Market
     Value of two-thirds of 1% of the Shares approved for
     issuance under this Plan.  The number of Shares equivalent
     to the potential payout of a Performance Unit shall be
     determined by dividing the maximum cash payout of the Award
     by the Fair Market Value per Share on the effective date of
     the grant.  In the event the Committee denominates a
     Performance Unit Award in dollars instead of Performance
     Units, the Award may be referred to as a Key Executive
     Officer Short Term Award.  In all other respects, the Key
     Executive Officer Short Term Award will be treated in the
     same manner as Performance Units under this Plan.

     8.3 Performance Period.  The Performance Period for
Performance Shares and Performance Units is the period over which
the Performance Goals are measured.  The Performance Period is
set by the Committee for each Award; however, in no event shall
an Award have a Performance Period of less than one year.

     8.4 Performance Goals.  For each Award of Performance Shares
or Performance Units, the Committee shall establish performance
objectives ("Performance Goals") for the Company, its
Subsidiaries, and/or divisions of any of foregoing, based on the
Performance Criteria and other factors set forth in (a) through
(d), below.  Performance Goals shall include payout tables,
formulas or other standards to be used in determining the extent
to which the Performance Goals are met, and, if met, the number
of Performance Shares and/or Performance Units which would be
converted into Stock and/or cash (or the rate of such conversion)
and distributed to Participants in accordance with Section 8.6.
All Performance Shares and Performance Units which may not be
converted under the Performance Goals or which are reduced by the
Committee under Section 8.6 or which may not be converted for any
other reason after the end of the Performance Period shall be
canceled at the time they would otherwise be distributable.  When
the Committee desires an Award to qualify under Section 162(m) of
the Code, as amended, the Committee shall establish the
Performance Goals for the respective Performance Shares and
Performance Units prior to or within 90 days of the beginning of
the service relating to such Performance Goal, and not later than
after 25% of such period of service has elapsed.  For all other
Awards, the Performance Goals must be established before the end
of the respective Performance Period.

     (a)  The Performance Criteria which the Committee is
     authorized to use, in its sole discretion, are any of the
     following criteria or any combination thereof:

               (1)  Financial performance of the Company (on a
          consolidated basis), of one or more of its
          Subsidiaries, and/or a division of any of the
          foregoing.  Such financial performance may be based on
          net income and/or Value Added (after-tax cash operating
          profit less depreciation and less a capital charge).

               (2)  Service performance of the Company (on a
          consolidated basis), of one or more of its
          Subsidiaries, and/or of a division of any of the
          foregoing.  Such service performance may be based upon
          measured customer perceptions of service quality.

               (3) The Company's  Stock price; return on
          shareholders' equity;  total shareholder return (Stock
          price appreciation plus dividends, assuming the
          reinvestment of dividends); and/or earnings per share.

               (4) With respect to the Company (on a consolidated
          basis), to one or more of its Subsidiaries, and/or to a
          division of any of the foregoing:  sales; costs; market
          share of a product or service; return on net assets;
          return on assets; return on capital; profit margin;
          and/or operating revenues, expenses or earnings.

     (b)  If the performance of more than one Subsidiary is being
     measured to determine the attainment of performance goals,
     then a weighted average of the Subsidiaries' results shall
     be used, as determined by the Committee, including, but not
     limited to, basing such weighting upon the revenues, assets
     or net income for each Subsidiary for any year prior to the
     Performance Period or by using budgets to weight such
     Subsidiaries.

     (c)  Except to the extent otherwise provided by the
     Committee in full or in part, if any of the following events
     occur during a Performance Period and would directly affect
     the determination of whether or the extent to which
     Performance Goals are met, they shall be disregarded in any
     such computation:  changes in accounting principles;
     extraordinary items; changes in tax laws affecting net
     income and/or Value Added; natural disasters, including
     floods, hurricanes, and earthquakes; and intentionally
     inflicted damage to property which directly or indirectly
     damages the property of the Company or its Subsidiaries.  No
     such adjustment shall be made to the extent such adjustment
     would cause the Performance Shares or Performance Units to
     fail to satisfy the performance based exemption of Section
     162(m) of the Code.

     8.5 Dividend Equivalents on Performance Shares.  Unless
reduced or eliminated by the Committee, a cash payment in an
amount equal to the dividend payable on one Share will be made to
each Participant for each Performance Share which on the record
date for the dividend had been awarded to the Participant and not
converted, distributed (or deferred) or canceled.

     8.6 Form and Timing of Payment of Performance Units and
Performance Shares.  As soon as practicable after the applicable
Performance Period has ended and all other conditions (other than
Committee actions) to conversion and distribution of a
Performance Share and/or Performance Unit Award have been
satisfied (or, if applicable, at such other time determined by
the Committee at or before the establishment of the Performance
Goals for such Performance Period), the Committee shall determine
whether and the extent to which the Performance Goals were met
for the applicable Performance Units and Performance Shares.  If
Performance Goals have been met, then the number of Performance
Units and Performance Shares to be converted into Stock and/or
cash and distributed to the Participants shall be determined in
accordance with the Performance Goals for such Awards, subject to
any limits imposed by the Committee.  Unless the Participant has
elected to defer all or part of his Performance Units or
Performance Shares as provided in Article 10, herein, payment of
Performance Units and Performance Shares shall be made in a
single lump sum, as soon as reasonably administratively possible
following the determination of the number of Shares or amount of
cash to which the Participant is entitled.  Performance Units
will be distributed to Participants in the form of cash.
Performance Shares will be distributed to Participants in the
form of 50% Stock and 50% Cash, or at the Participant's election,
100% Stock or 100% Cash.  In the event the Participant is no
longer an Employee at the time of the distribution, then the
distribution shall be 100% in cash, provided the Participant may
elect to take 50% or 100% in Stock.  At any time prior to the
distribution of the Performance Shares and/or Performance Units
(or if distribution has been deferred, then prior to the time the
Awards would have been distributed), unless otherwise provided by
the Committee, the Committee shall have the authority to reduce
or eliminate the number of Performance Units or Performance
Shares to be converted and distributed or to mandate the form in
which the Award shall be paid (i.e., in cash, in Stock or both,
in any proportions determined by the Committee).

     Unless otherwise provided by the Committee, any election to
take a greater amount of cash or Stock with respect to
Performance Shares must be made in the calendar year prior to the
calendar year in which the Performance Shares are distributed (or
if distribution has been deferred, then in the year prior to the
year the Performance Shares would have been distributed absent
such deferral).  In addition, if required in order to exempt the
transaction from the provisions of Section 16(b) of the Exchange
Act, any election by an Insider to take a greater amount in cash
must be made during a Window Period and shall be subject to
Committee approval.

     For the purpose of converting Performance Shares into cash
and distributing the same to the holders thereof (or for
determining the amount of cash to be deferred), the value of a
Performance Share shall be the average of the Fair Market Values
of Shares for the period of five (5) trading days ending on the
valuation date. The valuation date shall be the first business
day of the second month in the year of distribution (or the year
it would have been distributed were it not deferred), except that
in the case of distributions due to death or Disability, the
valuation date shall be the first business day of the month in
which the Committee determines the distribution.  Performance
Shares to be distributed in the form of Stock will be converted
at the rate of one (1) Share of Stock per Performance Share.

     8.7 Termination of Employment Due to Death, Disability, or
Retirement.  If the Employment of a Participant shall terminate
by reason of death or Disability, the Participant shall receive a
lump sum payout of all outstanding Performance Units and
Performance Shares calculated as if all unfinished Performance
Periods had ended with 100% of the Performance Goals achieved,
payable in the year following the date of termination of
Employment.  In the event of Retirement, the full Performance
Units and Performance Shares shall be converted and distributed
based on and subject to the achievement of the Performance Goals
and in accordance with all other terms of the Award and this
Plan.

     8.8 Termination of Employment for Other Reasons.  If  the
Employment of a Participant shall terminate for other than a
reason set forth in Section 8.7 (and other than for Cause), the
number of Performance Units and Performance Shares to be
converted and distributed shall be converted and distributed
based upon the achievement of the Performance Goals and in
accordance with all other terms of the Award and the Plan;
however, the Participant may receive no more than a prorated
payout of all Performance Units and Performance Shares, based on
the portions of the respective Performance Periods that have been
completed.

     8.9 Termination of Employment for Cause.  In the event that
a Participant's Employment shall be terminated by the Company for
Cause, all Performance Units and Performance Shares shall be
forfeited by the Participant to the Company.

     8.10 Nontransferability.  Performance Units and Performance
Shares may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than in accordance
with the SBC Rules for Employee Beneficiary Designations.

Article 9. Beneficiary Designation

     In the event of the death of a Participant, distributions or
Awards under this Plan, other than Restricted Stock, shall pass
in accordance with the SBC Rules for Employee Beneficiary
Designations.

Article 10. Deferrals

     10.1 Deferrals.  Unless otherwise provided by the Committee,
a Participant may defer all or part of the Stock or cash to be
received upon conversion and distribution of Performance Units or
Performance Shares.  In the event of the termination of
Employment of a Participant prior to becoming eligible for
Retirement, no deferrals under this Article shall be permitted
and any previously deferred Performance Shares or Performance
Units, and earnings thereon, shall be distributed as soon as
administratively possible.

     10.2 Deferral of Performance Unit and Performance Share
Distributions.  Prior to the calendar year in which Performance
Units or Performance Shares are to be distributed (or if
deferred, prior to the calendar year the Awards would have been
distributed), Participants may elect to defer the receipt of a
Performance Unit or Performance Share distribution upon such
terms as the Committee deems appropriate.  Unless otherwise
provided by the Committee, Participants may elect to defer
receipt of all or part of a Performance Unit or Performance Share
for distribution in a lump sum in February of any calendar year
following the year in which the Awards would otherwise be
distributed, or to be distributed in up to 15 annual installments
(each installment shall be equal to the total Shares or cash in
the Award divided by the number of remaining installments),
payable each calendar year in the month determined by the
Participant, beginning as soon as administratively possible after
Retirement or in a later month in the calendar year of
Retirement, or in the calendar year immediately thereafter.

     (a)  Deferred amounts which would otherwise have been
     distributed in cash shall be credited to the Participant's
     account and shall bear interest from the date the Awards
     would otherwise have been paid. The interest will be
     credited quarterly to the account at the declared rate
     determined by the Company from time to time, which shall not
     be less than one-fourth of the annual Moody's Corporate Bond
     Yield Average-Monthly Average Corporates, as published by
     Moody's Investor Service, Inc., (or successor thereto) for
     the month of September before the calendar year in question.

     (b)  Deferred amounts which would otherwise have been
     distributed in Shares by the Company shall be credited to
     the Participant's account as deferred Shares. The
     Participant's account shall also be credited on each
     dividend payment date for Shares with an amount equivalent
     to the dividend payable on the number of Shares equal to the
     number of deferred Shares in the Participant's account on
     the record date for such dividend. Such amount shall then be
     converted to a number of additional deferred Shares
     determined by dividing such amount by the price of Shares,
     as determined in the following sentence. The price of Shares
     related to any dividend payment date shall be the average of
     the Fair Market Values of Shares for the period of five (5)
     trading days ending on such dividend payment date, or the
     period of five (5) trading days immediately preceding such
     dividend payment date if the New York Stock Exchange is
     closed on the dividend payment date.

     (c)  At any time during the calendar year prior to the
     calendar year during which an Award deferred under the
     provisions of this Article 10 is scheduled for distribution,
     a Participant may further defer the commencement of the
     distribution of such Award to a subsequent calendar year and
     upon such further deferral, change the number of
     installments applicable to the distribution of the Award.
     Amounts that are further deferred pursuant to this Article
     10 shall continue to be subject to all provisions of this
     Plan including further distribution modifications as
     provided herein.

Article 11. Employee Matters

     11.1 Employment Not Guaranteed.  Nothing in the Plan shall
interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's Employment at any
time, nor confer upon any Participant any right to continue in
the employ of the Company or one of its Subsidiaries.

     11.2 Participation.  No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.

     11.3 Claims and Appeals.  Any claim under the Plan by a
Participant or anyone claiming through a Participant shall be
presented to the Committee. Any person whose claim under the Plan
has been denied may, within sixty (60) days after receipt of
notice of denial, submit to the Committee, a written request for
review of the decision denying the claim. The Committee shall
determine conclusively for all parties all questions arising in
the administration of the Plan.

Article 12. Change in Control

     Upon the occurrence of a Change in Control:

     (a)  Any and all Options granted hereunder immediately shall
     become vested and exercisable;

     (b)  Any Restriction Periods and all restrictions imposed on
     Restricted Shares shall lapse and they shall immediately
     become fully vested;

     (c)  The 100% Performance Goal for all Performance Units and
     Performance Shares relating to incomplete Performance
     Periods shall be deemed to have been fully achieved and
     shall be converted and distributed in accordance with all
     other terms of the Award and this Plan; provided, however,
     notwithstanding anything to the contrary in this Plan, no
     outstanding Performance Unit or Performance Share may be
     reduced.

Article 13. Amendment, Modification, and Termination

     13.1 Amendment, Modification, and Termination.  The Board
may at any time suspend or terminate the Plan in whole or in
part; the Disinterested Committee may at any time and from time
to time, alter or amend the Plan in whole or in part.

     13.2 Awards Previously Granted.  No termination, amendment,
or modification of the Plan shall adversely affect in any
material way any Award previously granted under the Plan, without
the written consent of the Participant holding such Award.

Article 14. Withholding

     14.1 Tax Withholding.  The Company shall deduct or withhold
an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's employment tax obligations) required
by law to be withheld with respect to any taxable event arising
or as a result of this Plan ("Withholding Taxes").

     14.2 Share Withholding.  With respect to withholding
required upon the exercise of Options, upon the lapse of
restrictions on Restricted Stock, upon the distribution of
Performance Shares in the form of Stock, or upon any other
taxable event hereunder involving the transfer of Stock to a
Participant, the Company shall withhold Stock having a Fair
Market Value on the date the tax is to be determined in an amount
equal to the Withholding Taxes on such Stock.  Any fractional
Share remaining after the withholding shall be withheld as
additional Federal withholding.

     Unless otherwise determined by the Committee, when the
method of payment for the Exercise Price is from the sale by a
stockbroker pursuant to Section 6.7(b)(ii), herein, of the Stock
acquired through the Option exercise, then the tax withholding
shall be satisfied out of the proceeds.  For administrative
purposes in determining the amount of taxes due, the sale price
of such Stock shall be deemed to be the Fair Market Value of the
Stock.

     Prior to the end of any Performance Period a Participant may
elect to have a greater amount of Stock withheld from the
distribution of Performance Shares to pay withholding taxes;
provided, however, the Committee may prohibit or limit any
individual election or all such elections at any time.   In
addition, if required in order to exempt the transaction from the
provisions of Section 16(b) of the Exchange Act, any such
election by an Insider must be made during a Window Period and
shall be subject to Committee approval.

Article 15. Successors

     All obligations of the Company under the Plan, with respect
to Awards granted hereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or
assets of the Company.

Article 16. Legal Construction

     16.1 Gender and Number.  Except where otherwise indicated by
the context, any masculine term used herein also shall include
the feminine; the plural shall include the singular and the
singular shall include the plural.

     16.2 Severability.  In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

     16.3 Requirements of Law.  The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may
be required.

     16.4 Securities Law Compliance.  With respect to Insiders,
transactions under this Plan are intended to comply with all
applicable conditions or Rule 16b-3 or its successors under the
Exchange Act.  To the extent any provision of the plan or action
by the Committee fails to comply with a condition of Rule 16b-3
or its successors, it shall not apply to the Insiders or
transactions thereby.

     16.5 Governing Law.  To the extent not preempted by Federal
law, the Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the State of
Texas.

