PACIFIC TELESIS GROUP, 10-K405, 1997-03-31

PACIFIC TELESIS GROUP
10-K405, 1997-03-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
----------------------
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------
For The Fiscal Year Ended December 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-8609

PACIFIC TELESIS GROUP

A Nevada Corporation I.R.S. Employer Number 94-2919931

130 Kearny Street, San Francisco, California 94108

Telephone - Area Code (415) 394-3000
--------------------

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class) (Name of Each Exchange on which Registered)
Common Stock, $.10 Par Value with New York Stock Exchange
Preferred Stock Purchase Rights Pacific Stock Exchange
Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. | |

Based on the composite closing sales price on February 28, 1997, the aggregate
market value of all voting stock held by nonaffiliates was $17,560,697,619.

At February 28, 1997, 428,309,698 common shares were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference herein.

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TABLE OF CONTENTS

Item Description Page
- ---- ----------- ----

PART I

1. Business ..................................................... 1

2. Properties ................................................... 14

3. Legal Proceedings ............................................ 15

4. Submission of Matters to a Vote of Security Holders .......... 15

PART II

5. Market for Registrant's Common Equity and Related Stockholder
Matters ...................................................... 15

6. Selected Financial Data ...................................... 18

7. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................... 20

8. Financial Statements and Supplementary Data .................. 48

9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure...................................... 95

PART III

10. Directors and Executive Officers of Registrant ............... 96

11. Executive Compensation ....................................... 99

12. Security Ownership of Certain Beneficial Owners
and Management................................................112

13. Certain Relationships and Related Transactions ...............113

PART IV

14. Exhibits, Financial Statement Schedule and Reports
on Form 8-K ..................................................114

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PART I

Item 1. Business.

GENERAL

Pacific Telesis(R) Group (the "Corporation") was incorporated in 1983 under
the laws of the State of Nevada and has its principal executive offices at
130 Kearny Street, San Francisco, California 94108 (telephone number
(415) 394-3000).

The Corporation is one of seven regional holding companies ("RHCs") formed in
connection with the 1984 divestiture by AT&T Corp. ("AT&T") of its 22 wholly
owned operating telephone companies ("BOCs") pursuant to a consent decree
settling antitrust litigation (the "Consent Decree") approved by the United
States District Court for the District of Columbia.

The Corporation includes a holding company, Pacific Telesis; two BOCs,
Pacific Bell(R) and Nevada Bell (the "Telephone Companies"); and certain
diversified subsidiaries, all described more fully below. The holding company
provides financial, strategic planning, and general administrative functions
on its own behalf and on behalf of its subsidiaries.

PLANNED MERGER WITH SBC COMMUNICATIONS INC.

On April 1, 1996, SBC Communications Inc. ("SBC") and the Corporation jointly
announced a definitive agreement whereby the Corporation will become a wholly-
owned subsidiary of SBC. Under terms of the merger agreement, each share of
Pacific Telesis common stock will be exchanged for 0.733 shares of SBC common
stock, par value $1.00 per share, subject to adjustment. The transaction is
intended to be accounted for as a pooling of interests and to be a tax-free
reorganization. The merger is subject to certain conditions and regulatory
approvals. The merger has been approved by the shareowners of the Corporation
and SBC, the Federal Communications Commission ("FCC") and the Public Service
Commission of Nevada ("PSCN"). The U.S. Department of Justice concluded that
the merger does not violate the antitrust laws. In addition, the California
State Attorney General has told the California Public Utilities Commission
("CPUC") that the merger will not hurt competition in California and is
consistent with emerging trends. On February 21, 1997, two California
administrative law judges ("ALJs") issued a proposed decision approving the
merger but with a number of conditions, including payments to customers of up
to $750 million and funding for consumer education efforts and
telecommunications services in underserved California communities (the
"community partnership commitment"). An alternate proposed decision, authored
by two Commissioners, which calls for more than $286 million in payments to
California customers and other conditions, was released on March 17, 1997. A
second alternate decision, released by a third Commissioner later the same day
would reduce the payments called for by the ALJs' proposal to over $523
million and impose conditions in addition to those imposed by the ALJs'
proposed decision. Both of the proposed alternate decisions include the $54.7
million community partnership commitment. The five-member Commission is
expected to issue its decision on March 31, 1997 by adopting one of the
proposed decisions. If the Commission determines, however, to make
substantive changes on March 31st, additional CPUC proceedings would be
required, which would have the effect of deferring the final decision. If
approval from the CPUC is granted, the transaction is expected to close early

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in the second quarter of 1997. Details of the proposed merger with SBC appear
in Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A").

SBC is a holding company whose subsidiaries and affiliates operate
predominately in the communications services industry. SBC's subsidiaries and
affiliates provide landline and wireless telecommunications services and
equipment, directory advertising, publishing and cable television services.
Southwestern Bell Telephone Company is SBC's largest subsidiary, providing
telecommunications services in Texas, Missouri, Oklahoma, Kansas and
Arkansas.*
- -------------------------------------------
* SBC is subject to the informational reporting requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
including reports on Form 8-K which present proforma combined condensed
financial statements of SBC and the Corporation, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). Such
reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
SEC's regional offices located at 7 World Trade Center, 13th Floor, New
York, New York 10019 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained by mail from the Public Reference Section of the SEC at Judiciary
Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates.
The SEC maintains a World Wide Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
entities that file electronically with the SEC, including SBC. In addition,
reports, proxy statements and other information concerning SBC may be
inspected at the offices of the following stock exchanges on which the
common stock of SBC is traded: the New York Stock Exchange, 20 Broad
Street, New York, New York 10005; the Chicago Stock Exchange, One Financial
Place, 440 South La Salle Street, Chicago, Illinois 50504; and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104. The
Corporation does not assume any responsibility for the accuracy or
completeness of the information concerning SBC contained in such documents
and does not warrant that there have not occurred events not yet publicly
disclosed concerning SBC included therein.

THE TELEPHONE COMPANIES AND THEIR SUBSIDIARIES

Nevada Bell and Pacific Bell and its wholly owned subsidiaries, Pacific Bell
Directory, Pacific Bell Information Services, Pacific Bell Mobile Services,
Pacific Bell Internet Services, Pacific Bell Network Integration, and others,
provide a variety of communications and information services in California and
Nevada. These services include: (1) dialtone and usage services, including
local service (both exchange and private line), message toll services within a
service area, Wide Area Toll Service ("WATS")/800 services within a service
area, Centrex service (a central office-based switching service) and various
special and custom calling services; (2) exchange access to interexchange
carriers and information service providers for the origination and termination
of switched and non-switched (private line) voice and data traffic; (3)
personal communications services ("PCS"), a new generation of wireless
services; (4) billing services for interexchange carriers and information
service providers; (5) various operator services; (6) installation and

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maintenance of customer premises wiring; (7) public communications services;
(8) directory advertising; (9) selected information services, such as voice
mail; (10) Internet access; and (11) network integration services.

Pacific Bell Directory ("Directory") publishes the Pacific Bell SMART Yellow
Pages(R). It is the oldest and largest publisher of Yellow Pages in
California and is among the largest Yellow Pages publishers in the United
States. As part of its ongoing small business advocacy efforts, Directory
produces an award-winning publication in partnership with the U.S. Small
Business Administration. "Small Business Success," now in its ninth year,
addresses topics of importance to entrepreneurs.

Pacific Bell Information Services ("PBIS") provides business and residential
voice mail and other selected information services. Current products include
The Message Center(SM) for home use, Pacific Bell Voice Mail(SM) for
businesses and Pacific Bell Call Management(SM), a service that handles
incoming business calls and connects computer databases to answer routine
customer questions.

In 1995, Pacific Telesis Mobile Services, a wholly owned subsidiary of the
Corporation, obtained two licenses to offer PCS services in California and
Nevada from the FCC. Pacific Bell Mobile Services ("PBMS") is designing,
constructing, managing, and marketing services for the network, which will
incorporate the Global System for Mobile Communications ("GSM") standard,
widely used internationally. PCS is a 100 percent digital wireless service
which the Corporation believes will offer superior sound quality, and
protection from eavesdropping and cloning. PBMS phones for PCS feature a
built-in pager and answering machine. PBMS began providing service in August
1996 at the Republican National Convention in California and launched service
in Las Vegas, Nevada in February 1997. The Corporation expects a widespread
offering of PCS service in most of California and Nevada by mid-1997.

Pacific Bell Internet Services ("PBI") was formed in 1995 to provide Internet
access services to a broad range of customers in California. PBI began
providing Internet access to large businesses in the third quarter of 1995 and
to residential customers in May 1996. PBI was one of the fastest growing
internet service providers in California in 1996, and has offered service in
Nevada since October 1996 as Nevada Bell Internet Services.

Pacific Bell Network Integration ("PBNI") began assisting customers with the
implementation of information technology networks in mid-1996. PBNI offers
network design, installation and maintenance, as well as network management
and consulting services. In December 1996, Pacific Bell unveiled its new ISDN
Home Pack(TM), one of the nation's first fully integrated ISDN and Internet
packages. The package includes Internet access through Pacific Bell's
Internet service network, a terminal adapter and Internet browser software.
PBI handles the Internet access and customized software of the package. PBNI
is responsible for integrating the whole package and managing delivery of the
hardware and software components.

OTHER SUBSIDIARIES AND PACIFIC BELL FOUNDATION

Pacific Bell Communications ("PBCOM") was formed in 1995 to compete in the
long distance market as permitted under the Telecommunications Act of 1996
(the "Telecommunications Act"). Both federal and state approvals are required
before PBCOM will be able to offer long-distance service. In addition, the

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Telephone Companies must separately meet certain requirements, including
compliance with a competitive checklist specified in the Telecommunications
Act. However, management expects to fulfill those requirements in the first
half of 1997. PBCOM is seeking approval from state public utility commissions
in California and Nevada for certification to provide long-distance service
between and within service areas.

Pacific Telesis Enterprises is the holding company for certain other
subsidiaries that are pursuing entry into competitive and/or emerging markets
such as video services, both wireless and wireline, and Internet information
and shopping services. Pacific Telesis Enhanced Services was formed to
provide support functions to certain other subsidiaries thereby allowing these
subsidiaries to focus on service and customer development.

Pacific Bell Video Services ("PBVS") was formed to provide video services. In
1996, PBVS started testing its wireless digital television service, which it
plans to launch in the Los Angeles and Orange County areas in the Spring of
1997. The Corporation currently provides analog wireless television service
to over 46,000 video customers in portions of Riverside and San Bernardino
counties. In September 1996, PBVS started delivering cable television over
an advanced wireline communications network in San Jose, California.

Pacific Bell Interactive Media ("PBIM") was formed to develop and offer
California specific information, activity, and shopping opportunities on the
Internet. In 1996, PBIM launched At Hand(SM), an Internet web site through
which California merchants and consumers may distribute, receive and exchange
information in one of the Internet's most dynamic markets. Categories such as
Entertainment and Leisure, Sports and Real Estate provide users with an
intimate look at restaurants, golf courses, state parks, multiple listing
entries, and other advertiser provided content. In 1997, PBIM will continue
to add to its merchant directory listings.

PacTel Capital Resources ("PTCR") has issued commercial paper and medium-term
notes guaranteed by the Corporation from time to time since 1987. In the
future, PTCR may also provide funding and other forms of financial support for
its other affiliates.

PacTel Capital Funding may issue guarantees and other forms of financial
support for its affiliates and third parties.

PacTel Re Insurance Company, Inc. reinsures policies of outside insurance
companies covering workers' compensation, general liability, and auto
liability exposures of the Corporation and its subsidiaries and affiliates.
The subsidiary also issues policies of property insurance directly to the
Corporation's subsidiaries and engages in property reinsurance transactions in
insurance markets worldwide.

Pacific Telesis Group - Washington represents the Corporation's interests in
Washington, D.C. before the three branches of the federal government. It also
acts as a liaison with other telecommunications companies, trade associations,
government agencies, and a wide variety of interest groups.

Pacific Bell Foundation, a private foundation organized under section
501(c)(3) of the Internal Revenue Code, makes grants in the areas of
education, health and welfare, cultural, community, and civic activities. As
of December 31, 1996, Pacific Bell Foundation had total assets with an

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estimated market value of $60 million.

RESEARCH AND DEVELOPMENT

Bell Communications Research, Inc. ("Bellcore") furnishes the BOCs, including
the Telephone Companies, with technical and consulting assistance to support
their provision of exchange telecommunications and exchange access services.
Each of the other six RHCs and Pacific Bell hold one-seventh of the voting
stock of Bellcore. On November 20, 1996, Bellcore's owners entered into a
stock purchase agreement with Science Applications International Corporation
for the sale of their ownership interests in Bellcore. The sale, which is
subject to regulatory approvals and other conditions, is expected to be
completed by the end of 1997. Pacific Bell and the other six RHCs have
established the National Telecommunications Alliance Inc. which will succeed
Bellcore as a central point for coordinating the efforts of the RHCs in
meeting national security and emergency preparedness requirements.

In addition, the Corporation conducts research and development through
Pacific Bell and through Telesis Technologies Laboratory Inc., a wholly owned
subsidiary of the Corporation. The Corporation spent approximately $5
million, $16 million and $52 million in 1996, 1995 and 1994, respectively, on
research and development activities.

FINANCING ACTIVITIES OF THE CORPORATION

See "Item 7. MD&A- Liquidity and Financial Condition," and "Item 8," Notes I,
J and K to the 1996 Consolidated Financial Statements on pages 41 through 83
for additional discussion of the Corporation's financing activities, which are
incorporated herein by reference.

PRINCIPAL SERVICES

The Telephone Companies accounted for the majority of the Corporation's
operating revenues in 1996, 1995 and 1994. The operations of the
Corporation's domestic and international cellular, paging, and other wireless
operations, which were spun off effective April 1, 1994, have been classified
separately within the Corporation's financial statements as "spun-off
operations" and are excluded from the amounts of revenues and expenses of the
Corporation's "continuing operations." For these reasons, the following
discussion focuses on selected operating information for the Telephone
Companies. Additional information regarding revenues, operating profit or
loss, and assets of the Corporation, relating primarily to the Telephone
Companies, is included in "Item 8. Financial Statements and Supplementary
Data" starting on page 48.

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Significant components of the Corporation's operating revenues are depicted in
the chart below:
% of Total Operating Revenues*
------------------------------
Revenues by Major Category 1996 1995 1994
- --------------------------------------------------------------------------
Local Service
Recurring .............................. 27% 28% 22%
Other Local ............................ 15% 15% 15%
Network Access
Carrier Access Charges ................. 20% 20% 18%
End User & Other ....................... 7% 7% 7%

Toll Service
Message Toll Service ................... 12% 12% 21%
Other .................................. 1% 1% 1%

Other Service Revenues
Directory Advertising .................. 11% 11% 11%
Other .................................. 7% 6% 5%
-----------------------------
TOTAL ...................................... 100% 100% 100%
==========================================================================

The percentages of the Corporation's operating revenues attributable to
interstate and intrastate telephone operations are displayed below:

% of Total Operating Revenues*
------------------------------
1996 1995 1994

Interstate telephone operations ............ 20% 20% 17%
Intrastate telephone operations ............ 80% 80% 83%
------------------------------
TOTAL ...................................... 100% 100% 100%
==========================================================================
* Excludes revenues of spun-off operations.

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REGULATION

TELECOMMUNICATIONS ACT OF 1996

The Telecommunications Act became effective on February 8, 1996. The
Telecommunications Act provides that any conduct or activity previously
subject to the Consent Decree occurring after February 8, 1996 will be subject
to the Communications Act of 1934 (the "Communications Act"), as amended by
the Telecommunications Act, not the Consent Decree. (The terms of the Consent
Decree, with certain exceptions, applied generally to all BOCs and their
affiliates.) The Telecommunications Act is the broadest reform of the
telecommunications industry since the Communications Act. The
Telecommunications Act essentially opens all telecommunications markets and
prohibits the states from continuing or establishing any barriers to entry.
Once the new law is fully implemented, consumers will have many new options
for their local telephone, long-distance, and cable television services. The
Telecommunications Act will affect the Corporation as described below.

The Telephone Companies may request authorization from the FCC to provide out-
of-region interLATA service and may provide certain incidental interLATA
services immediately. Before the Telephone Companies can provide interLATA
service that originates in California or Nevada, their local markets must be
open to competition, they must unbundle their networks to other competitors
and they must comply with the terms and conditions of a "competitive
checklist" specified in the Telecommunications Act. The Telephone Companies
must individually request authority to offer in-region interLATA service from
the FCC. This service must initially be offered through a separate affiliate.
The separate affiliate requirement expires three years after approval, unless
extended by the FCC.

The Telephone Companies may only engage in electronic publishing disseminated
by means of their basic telephone service through a separate affiliate or
joint venture. Joint marketing of electronic publishing services by the
electronic publishing affiliate and the Telephone Companies is prohibited,
with the exception of nonexclusive inbound telemarketing and nondiscriminatory
teaming or business arrangements. The restrictions on electronic publishing
expire in early 2000.

The Telecommunications Act allows for the continued provision by the Telephone
Companies of intraLATA information services (other than electronic publishing)
and intraLATA Internet access. The Telecommunications Act also allows for the
provision by the Telephone Companies of interLATA information storage and
retrieval services provided by a separate affiliate to and from the
Corporation's databases. Full interLATA information services may be provided
through a separate affiliate once the Telephone Companies obtain authority to
provide interLATA services originating in their states.

The Telephone Companies may provide a variety of video programming services
directly to subscribers in their service areas under regulations that will
vary according to the type of services that are provided. The Telephone
Companies may provide video services over wireless cable, as a common carrier,
as a cable system operator, as "interactive on-demand services," or as an
"open video system." Interactive on-demand services would allow unscheduled,
point-to-point video programming over the Telephone Companies' switched
networks on an on-demand basis. An "open video system" would allow the
Telephone Companies to select programming for a certain number of channels if

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demand exceeds capacity. An "open video system" approved by the FCC would be
subject to reduced regulatory burdens.

Subject to certain conditions, the Telecommunications Act allows the Telephone
Companies to collaborate with manufacturers of telecommunications and customer
premises equipment during the design and development phases. The Telephone
Companies may also engage in research and enter into royalty agreements in
connection with the manufacturing of telecommunications and customer premises
equipment. The Telephone Companies may manufacture telecommunications and
customer premises equipment, subject to certain restrictions, once they have
obtained authority to provide interLATA services originating in their states.
Such manufacturing may be done only through a separate affiliate. The
separate affiliate requirement expires three years after obtaining interLATA
authority, unless extended by the FCC.

FEDERAL REGULATION

The Telephone Companies are subject to the jurisdiction of the FCC with
respect to interstate access charges and other interstate services. The FCC
prescribes a Uniform System of Accounts and interstate depreciation rates for
operating telephone companies. The FCC also prescribes "separations
procedures," which are used to allocate plant investment, expenses, taxes,
and reserves between interstate services under the jurisdiction of the FCC and
intrastate services under the jurisdiction of state regulatory authorities.
The Telephone Companies are also required to file tariffs with the FCC for the
services they provide. In addition, the FCC establishes procedures for
allocating costs and revenues between regulated and unregulated activities.

Beginning in 1991, the FCC adopted a price cap system of incentive-based
regulation for Local Exchange Companies ("LECs"), including the Telephone
Companies. Pacific Bell's access rates were retargeted to an 11.25 percent
rate of return on rate base assets. The FCC's price cap system provides a
formula for adjusting rates annually for changes in inflation less a
productivity factor and changes in certain costs that are triggered by
administrative, legislative, or judicial action beyond the control of the
LECs.

In March 1995, the FCC adopted new interim price cap rules that govern the
prices that the larger LECs, including the Telephone Companies, charge
Interexchange Carriers ("IECs") for access to local telephone networks. The
interim rules require LECs to adjust their maximum prices for changes in
inflation, productivity, and certain costs beyond the control of the LEC.
Under the interim plan, LECs may choose from three productivity factors: 4.0,
4.7, or 5.3 percent. Election of the 5.3 percent productivity factor permits
the LEC to retain all of its earnings, whereas election of the lower
productivity factors requires earnings above certain thresholds to be shared
with customers. The Telephone Companies have chosen the 5.3 percent
productivity factor, which enables them to retain all of their earnings after
July 1, 1996.

<PAGE>

The FCC is examining universal service and access charge rules during 1997.
Although the Joint Federal-State Board on Universal Service has recently
recommended a system that identifies cost subsidies in connection with
implementing a plan for universal service, no recommendation has yet been
issued as to the size or method of recovery of the necessary subsidies. The
Corporation expects FCC orders on universal service and access reform in May
1997.

In August 1996, the FCC released a decision (the "Interconnection Order")
establishing guidelines to implement certain provisions of the
Telecommunications Act which set rules for opening local telecommunications
markets to full competition. The Interconnection Order laid out how new local
exchange competitors may connect to local networks and set guidelines and
prices for network components and resold services. The Corporation, along with
other local telephone companies, the National Association of Regulatory
Utility Commissioners and several state PUCs including the CPUC, appealed the
Interconnection Order to a federal court. On October 15, 1996, the U.S.
Court of Appeals for the Eighth Circuit (the "Eighth Circuit") issued a
partial stay of the Interconnection Order, staying the operation and effect of
the pricing provisions and the so-called "pick and choose" rule (the FCC rule
allowing new entrants to "pick and choose" individual terms different from
existing interconnection agreements), but allowing the non-pricing elements of
the order to go into effect. Upon consideration of a petition filed by the
FCC and certain other parties, the U.S. Supreme Court issued a memorandum
decision on November 12, 1996 refusing to overturn the stay imposed by the
Eighth Circuit.

The Interconnection Order also addressed the issue of wireless
interconnection, or the arrangements under which LECs are compensated for
interconnecting with and terminating traffic for commercial mobile radio
service ("CMRS") providers (including cellular, PCS and paging). The
Interconnection Order ruled that CMRS providers are entitled to reciprocal
compensation arrangements for transport and termination of local
telecommunications traffic.

In December 1996, the FCC released a decision (the "Non-accounting Safeguards
Order") establishing rules to implement safeguards other than accounting
requirements that will apply when BOCs offer interLATA service that originates
in their regions. The Corporation, together with another RHC, appealed one
aspect of the Non-accounting Safeguards Order to the U.S. Court of Appeals for
District of Columbia Circuit (the "D.C. Circuit"). In February, the parties
to the appeal petitioned the D.C. Circuit to summarily reverse, or expedite
its review of, the Non-accounting Safeguards Order to the extent that the
order prohibits a BOC from providing interLATA facilities or services to its
separate affiliate offering interLATA service within the BOC region. In late
February the FCC requested that the D.C. Circuit remand the case to the FCC
for further consideration of the issues raised in the appeal. The D.C.
Circuit now has both the Corporation's and the FCC's requests under review.

See "FCC Regulatory Framework Review," "FCC Recommendation on Universal
Service," and "FCC Interconnection Order" on pages 26 through 27 in "Item 7.
MD&A" for additional information on the regulation of the Telephone Companies
by the FCC.

<PAGE>

STATE REGULATION

As a provider of telecommunications services in California, Pacific Bell is
subject to regulation by the CPUC with respect to intrastate prices and
services, intrastate depreciation rates, the issuance of securities, and other
matters. The Public Service Commission of Nevada ("PSCN") regulates Nevada
Bell on similar issues.

The incentive-based regulatory framework adopted by the CPUC in 1989 is a form
of "price cap" regulation, which calls for Pacific Bell's sharing of earnings
with customers at certain earnings levels. All earnings below 11.5 percent
are retained by Pacific Bell. Earnings between 11.5 percent, which the CPUC
set as Pacific Bell's benchmark rate-of-return, and 15.0 percent are to be
shared equally between Pacific Bell and its customers. Earnings above
15.0 percent are to be shared 70.0 percent and 30.0 percent between Pacific
Bell and its customers, respectively.

Under "price cap" regulation, the CPUC requires Pacific Bell to submit an
annual price cap filing to determine prices for categories of services for
each new year. Price adjustments reflect the effects of any change in
inflation less a productivity factor as well as adjustments for certain
exogenous cost changes. In December 1995, the CPUC issued an order in its
second review of the incentive-based regulatory framework. The order
suspended use of the "inflation minus productivity" component of the price cap
formula for 1996 through 1998. This action freezes the price caps on most of
Pacific Bell's regulated services for three years except for adjustments due
to exogenous cost changes or price changes approved through the CPUC's
application process. The Corporation continues to believe that the CPUC
should permanently eliminate sharing, earnings caps, and all other vestiges of
rate-of-return regulation.

In December 1996, the CPUC adjusted Pacific Bell's rates due to exogenous cost
changes by an annual revenue reduction of approximately $66 million effective
January 1, 1997.

Effective January 1, 1995, the CPUC authorized toll services competition.
Management estimates that, as a result of official competition and unofficial
competitive losses in prior years, Pacific Bell currently serves less than 50
percent of the business toll market. The CPUC has also ordered Pacific Bell
to offer expanded interconnection to competitive access providers. These
competitors are allowed to carry the intrastate portion of long-distance and
local toll calls between Pacific Bell's central offices and long-distance
carriers. As a result of the CPUC order, competitors may choose to locate
their transmission facilities within or near Pacific Bell's central offices.

The CPUC authorized facilities-based local competition effective January 1996
and resale competition effective March 1996. Interim rules addressing several
issues, including pricing, resale, number portability, interconnection and
the provisioning of essential network functions to competitors, have been
adopted by the CPUC. Since the CPUC's authorization of local competition,
Pacific Bell has negotiated interconnection with more than twenty different
new entrants by early March 1997, and has completed interconnection
arbitration proceedings with the three largest interexchange carriers, AT&T,
MCI Communications Corp. and Sprint Corp. As a result of these voluntary and
arbitrated agreements, Pacific Bell is offering interconnection, unbundled
network elements, and resold services under the CPUC's interim pricing rules.

<PAGE>

These interconnection agreements allow immediate competitive entry into
Pacific Bell's local markets.

In early February 1997, the CPUC had authorized about 90 companies, including
large and well-capitalized long-distance carriers, competitive access
providers, cable television companies and other local exchange providers to
begin providing local phone service in California. All of Pacific Bell's
customers have already chosen a long-distance company, and these companies
have established widespread customer awareness through extensive advertising
campaigns over several years. Since customers may select a competitor for all
their telecommunications services, local exchange competition may affect toll
and access revenues as well as local service revenues.

The CPUC issued its final decision on universal service on October 25, 1996,
establishing an annual California universal service fund of approximately $352
million. Customers of all telecommunications providers will contribute to the
preservation of affordable telephone service via a 2.87 percent surcharge on
all bills for telecommunications services provided in California. The new
program went into effect on February 1, 1997. Pacific Bell expects to draw
approximately $305 million annually from the universal service fund. However,
to preserve revenue neutrality, as required by the CPUC decision, Pacific Bell
will reduce its prices for certain services to reduce revenues by $305
million. On March 6, 1997, Pacific Bell filed its price reduction proposal
with the CPUC. Pending consideration of that proposal by the CPUC, Pacific
Bell will reduce its revenues by $305 million by applying a surcredit to
customers' bills.

In April 1995, the PSCN approved a plan redesigning telecommunications
regulation in the State of Nevada. The new plan will remove barriers to toll
and local competition in Nevada but will also allow Nevada Bell to keep any
productivity gains by eliminating the current customer sharing provision. The
new plan required a rate case to determine initial pricing, which Nevada Bell
filed in March 1996. In August 1996, the PSCN redesigned Nevada Bell's rates
by increasing prices for monthly residential flat rate service while reducing
prices for intra-service area toll call services and business basic services.
Pricing flexibility is based on the nature and competitive environment of the
service. Prices for basic service are capped for the three year period of the
plan. The plan does not prohibit or require presubscription and allows
interconnection where technologically feasible. The Plan will be effective
January 1, 1997 and is estimated to decrease annual revenue by approximately
$13 million.

See "CPUC Local Services Competition," "CPUC Decision on Universal Service,"
"CPUC Regulatory Framework Review", "PSCN Regulatory Review," "CPUC Revenue
Rebalancing Shortfall" and "Competitive Risk" on pages 27 through 30 in "Item
7. MD&A," below, for additional information on the regulation of the Telephone
Companies by the CPUC and PSCN. See also Notes G and O to the 1996
Consolidated Financial Statements on pages 73 and 87 for a discussion of other
CPUC proceedings.

CHANGING INDUSTRY ENVIRONMENT

With increasing competition for existing services and the introduction of
local services competition in California effective January 1, 1996, the
Telephone Companies face an increasingly competitive marketplace. In response
to the competitive challenge, management has developed several key strategies

<PAGE>

intended to provide a consistent, integrated focus for management's decisions
and actions. These overarching strategies are to strengthen the Corporation's
core telecommunications business, develop new markets and promote balanced
public policy reform.

A strong core business provides the essential foundation to pursue future-
oriented opportunities. To strengthen the core telecommunications business,
management will continue to upgrade network and systems capability, improve
customer service and efficiency, and retain and expand existing markets
through product and channel innovation. See "Strengthen Core Business" on
pages 21 through 24 in "Item 7. MD&A" for additional information.

As competition increases in its core telecommunications business, the
Corporation will rely increasingly on developing new markets to create new
revenue sources. Toward that end, the Corporation is actively creating and
pursuing markets in long-distance services, PCS, Internet access, network
integration, digital wireless television and certain new information
services. See "New Markets" on pages 24 through 25 in "Item 7. MD&A" for
additional information.

Telecommunications policy reform has been, and will continue to be, the
subject of much debate in Congress, the California Legislature, the courts,
the FCC, the CPUC, and the PSCN. Management supports public policy reform
that promotes fair competition and ensures that responsibility for universal
service is shared by all who seek to provide telecommunications services.
Competition will bring great benefits to customers by giving them the
opportunity to choose among service providers for their telecommunications
needs. See "Public Policy" on pages 26 through 29 in "Item 7. MD&A" for
additional information.

COMPETITION

Regulatory, legislative, and judicial actions, as well as advances in
technology, have expanded the types of available communications products and
services and the number of companies offering such services. Various forms of
competition, including price and service competition, are growing steadily and
are already having an effect on the Telephone Companies' earnings. An
increasing amount of this competition is from large companies with substantial
capital, technological, and marketing resources. Currently, competitors
primarily consist of interexchange carriers, competitive access providers, and
wireless companies. The Telephone Companies also face competition from cable
television companies and others. Although the Corporation will face
significant competition in its provision of telephone and new services,
management believes that the Corporation has a reputation for high quality
services and that the key strategies outlined above will provide an effective
competitive response.

Telephone Services Competition

<PAGE>

Sacramento. California is also attractive because it has one of the lowest
switched access rates in the country. By combining the low switched access
rate and discounted resale rates, competitors have the ability to price their
services at relatively low rates while maintaining high margins. Reselling,
particularly under Pacific Bell's discounted rates, allows competitors to
offer local service with little or no investment.

As in California, Nevada Bell's market is also vulnerable to competition and
competitors are expected to target the high-usage, high-profit customers.
These customers are geographically concentrated in the Reno/Sparks
metropolitan area and business parks.

See "CPUC Local Services Competition" and "Competitive Risk" on pages 27
through 30 in "Item 7. MD&A", and "Item 8.", Note P to the 1996 Consolidated
Financial Statements on page 89 for additional information on current
developments in telephone services competition.

Directory Advertising

Other producers of printed directories offer products that compete with
certain Pacific Bell SMART Yellow Pages products. Competition is not limited
to other printed directories, but includes newspapers, radio, television, and,
increasingly, direct mail and directories offered over the Internet. In
addition, new advertising and information products may compete directly or
indirectly with the SMART Yellow Pages. With the introduction of local
exchange competition, Pacific Bell Directory will have to acquire listings
from other providers for its products, and competing directory publishers may
ally themselves with other telecommunications providers.

Video Services and Wireless Digital Television

The Corporation faces competition in the provision of video services and
wireless digital television from existing cable television and satellite
providers, and wireless, long-distance, and other telephone companies.

Internet Access

The Corporation faces competition in the provision of Internet access from
established Internet access providers, cable television, long-distance, and
other telephone companies.

Network Integration

The Corporation faces competition in the provision of network integration
services primarily from value added distributors with professional services
and network management capability, including large telecommunication services
providers.

PCS

The Corporation faces significant competition in the provision of PCS services
from the holders of the other wireless licenses in the Corporation's service
areas, including established providers of cellular service.

<PAGE>

Long Distance

The Corporation faces competition in the long distance market from established
long-distance service providers including AT&T, MCI Communications
Corporation, and Sprint Corporation. In addition, the Corporation will face
competition from competitive access providers, cable television, wireless,
long-distance and other telephone companies.

EMPLOYEES

As of December 31, 1996, the Corporation and its subsidiaries employed
48,330 persons. About 66 percent of the employees of the Corporation are
represented by unions. In August 1995, the Telephone Companies reached a
three year agreement with Communications Workers of America ("CWA"), which was
ratified by the union membership. At December 31, 1996, the CWA represented
about 31,000 employees. The agreement features a 10.5 percent wage increase
over three years, a 14 percent pension increase, a $16 million training and
retraining program, a new voluntary early retirement option, employment
security, and improved health benefits. Agreements were also reached with two
other unions. Management estimates that the agreements will result in
increased costs of approximately $550 million over three years from August
1995.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-K, the words "expects", "anticipates", "estimates",
"believes" and words of similar import may constitute "forward-looking
statements" within the meaning of Section 17A of the Securities Act of 1933,
as amended. Such statements, which include statements contained in "Business"
and "MD&A" concerning projections of revenue growth and statements of
management's objectives and expectations as to levels of expenditures, are
subject to risks and uncertainties, including those set forth under
"Competitive Risk" and "Regulation" and elsewhere in this Form 10-K, that
could cause actual results to differ materially from those projected. These
forward-looking statements speak only as of the date of this Form 10 - K. The
Corporation expressly disclaims any obligation or undertaking to publicly
release any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Corporation's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.

Item 2. Properties.

As of December 31, 1996, the properties of the Telephone Companies represented
substantially all plant, property, and equipment of the Corporation.

The properties of the Telephone Companies do not lend themselves to
description by character and location of principal units. At
December 31, 1996, the percentage distribution of total telephone plant by
major category for the Telephone Companies was as follows:

<PAGE>

Pacific Nevada
Telecommunications Property, Plant and Equipment Bell Bell
- ---------------------------------------------------------------------------
Land and buildings (occupied principally
by central offices) ............................... 10% 7%

Cable and conduit ................................. 40% 53%

Central office equipment .......................... 35% 33%

Other ............................................. 15% 7%
---- ----
Total ............................................. 100% 100%
===========================================================================

At December 31, 1996, the percent utilization of central office equipment
capacity for Pacific Bell and Nevada Bell was approximately 90 percent and
94 percent, respectively.

Substantially all of the installations of central office equipment and
administrative offices are in buildings and on land owned by the Corporation.
Many garages, business offices, and telephone service centers are in rented
quarters.

As of December 31, 1996, about 25 percent of the network access lines of
Pacific Bell were in Los Angeles and vicinity and about 25 percent were in
San Francisco and vicinity. On that date, about 86 percent of Nevada Bell's
network access lines were in Reno and vicinity. The Telephone Companies
provided approximately 76 percent and 27 percent of the total access lines in
California and Nevada, respectively, on December 31, 1996. The Telephone
Companies do not furnish local service in certain sizable areas of California
and Nevada which are served by nonaffiliated telephone companies.

Item 3. Legal Proceedings.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted for a vote of security holders during the fourth
quarter of the year covered by this report.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.

DESCRIPTION OF COMMON STOCK, DIVIDEND AND MARKET INFORMATION

All shares of common stock, par value $0.10 per share ("Common Stock"), of the
Corporation are entitled to participate equally in dividends. Each shareowner
has one vote for each share registered in the shareowner's name. All shares of
Common Stock would rank equally on liquidation. Owners of shares of Common
Stock have no preemptive or cumulative voting rights.

At February 28, 1997, there were 659,994 holders of record of the

<PAGE>

Corporation's Common Stock. At February 28, 1997, the high and low sales
price for the Corporation's Common Stock based on New York Stock Exchange
Composite Transactions was $41.25 and $39.875, respectively.

The markets for trading in the Common Stock are the New York, Pacific,
Chicago, Swiss, and London Stock Exchanges.

The Corporation from time to time purchases shares of its Common Stock on the
open market or through privately negotiated purchases and holds these shares
as treasury stock.

All shares of Common Stock are fully paid and nonassessable.

Information regarding dividends paid on the Common Stock for 1996 and 1995 and
the quarterly high and low sales prices of the Common Stock during 1996 and
1995 are included below.

- ---------------------------------------------------------------------------
STOCK TRADING ACTIVITY AND DIVIDENDS PAID
Payment
1996 High Low Dividends Date
- ---------------------------------------------------------------------------

First Quarter................... $35.250 $25.875 $0.545 5/1/96
Second Quarter*................. $34.750 $31.500 $0.315 8/1/96
Third Quarter*.................. $35.250 $31.750 $0.315 11/1/96
Fourth Quarter*................. $39.000 $32.875 $0.315 2/3/97
- ---------------------------------------------------------------------------
Payment
1995 High Low Dividends Date
- ---------------------------------------------------------------------------

First Quarter................... $31.250 $28.000 $0.545 5/1/95
Second Quarter.................. $31.250 $25.625 $0.545 8/1/95
Third Quarter................... $30.875 $25.625 $0.545 11/1/95
Fourth Quarter.................. $34.375 $29.125 $0.545 2/1/96
- ---------------------------------------------------------------------------
(Stock trading activity: based on New York Stock Exchange - Composite
Transactions)

* Under the terms of the merger agreement with SBC Communications Inc., the
Corporation reduced the quarterly dividend to $0.315 per share. (See Note
O to the 1996 Consolidated Financial Statements on page 87.)

Dividends

The record date is set by the Pacific Telesis Group Board of Directors at the
time it declares a dividend. Quarterly reports are mailed with dividend
checks.

Stock Listing

New York, Pacific, Chicago exchanges PAC
London, Swiss exchanges Pacific Telesis
Newspaper stock tables Pac Telesis

<PAGE>

The declaration and timing of all dividends are at the discretion of the
Corporation's Board of Directors and are dependent upon the Corporation's
earnings and financial requirements, general business conditions, and other
factors; there can be no assurances as to the amount or frequency of any
future dividends on the Common Stock.

Under the merger agreement with SBC, Pacific Telesis may not pay a dividend in
excess of 73.3% of SBC's dividend.

<PAGE>

Item 6. Selected Financial Data

PACIFIC TELESIS GROUP AND SUBSIDIARIES
SELECTED FINANCIAL AND OPERATING DATA

(Dollars in millions,
except per share amounts) 1996 1995 1994 1993 1992
- --------------------------------------------------------------------------
RESULTS OF OPERATIONS
Operating revenues.............. $ 9,588 $ 9,042 $ 9,235 $ 9,244 $ 9,108
Operating expenses.............. 7,390 7,031 7,041 8,582 7,025
Operating income................ 2,198 2,011 2,194 662 2,083
Income from continuing
operations.................... 1,057 1,048 1,136 191 1,173
Income (loss) from spun-off
operations.................... - - 23 29 (31)
Extraordinary item, net of tax.. - (3,360) - - -
Cumulative effect of accounting
changes, net of tax........... 85 - - (1,724) -
Net income (loss)............... $ 1,142 $(2,312) $1,159 $(1,504) $1,142
- --------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE
Income from continuing
operations.................... $ 2.47 $ 2.46 $ 2.68 $ 0.46 $ 2.91
Income (loss) from spun-off
operations.................... - - 0.05 0.07 (0.08)
Extraordinary item.............. - (7.89) - - -
Cumulative effect of
accounting changes............ 0.20 - - (4.16) -
Net income (loss)............... $ 2.67 $ (5.43) $ 2.73 $ (3.63) $ 2.83
- --------------------------------------------------------------------------
OTHER FINANCIAL AND OPERATING DATA
Dividends per share............. $ 1.49 $ 2.18 $ 2.18 $ 2.18 $ 2.18
Total assets***................. $16,608 $15,841 $20,139 $23,437 $21,849
Net assets of spun-off
operations.................... $ - $ - $ - $ 2,874 $ 745
Shareowners' equity............. $ 2,773 $ 2,190 $ 5,233 $ 7,786 $ 8,251

Continuing Operations**:
Book value per share............ $ 6.47 $ 5.11 $ 12.34 $ 11.61 $ 18.53
Return on equity (%)............ 46.0 -51.3 22.0 -26.3 16.1
Return on capital (%)........... 17.2 -18.0 14.3 -8.6 12.0
Debt maturing within one year... $ 613 $ 1,530 $ 246 $ 595 $ 1,158
Long-term obligations........... $ 5,424 $ 4,737 $ 4,897 $ 5,129 $ 5,207
Debt ratio (%).................. 61.5 74.1 49.6 53.8 45.9
Capital expenditures............ $ 2,753 $ 2,961 $ 1,684 $ 1,886 $ 1,852
Cash from operating activities.. $ 2,592 $ 2,769 $ 2,947 $ 2,727 $ 2,807
Total employees at December 31.. 48,330 48,889 51,590 55,355 57,023
- --------------------------------------------------------------------------

(Continued on next page)

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
SELECTED FINANCIAL AND OPERATING DATA
(Continued)

(Dollars in millions,
except per share amounts) 1996 1995 1994 1993 1992
- --------------------------------------------------------------------------
Volume Indicators:
Toll messages (millions); 1994* 5,176 4,819 4,473 4,251 4,145
Carrier access minutes-of-use
(millions); 1994*............ 64,635 59,193 52,370 49,674 46,800
Customer switched access lines
in service at December 31
(thousands); 1994-95*......... 16,427 15,767 15,307 14,873 14,551
- --------------------------------------------------------------------------
* Restated.
** Excludes spun-off operations.
*** Includes net assets of spun-off operations for the years 1992-1993.

During fourth quarter 1996, Pacific Bell Directory changed its method of
recognizing directory publishing revenues and related expenses effective
January 1, 1996 to a preferable method. The cumulative after-tax effect of
applying the new method to prior years is recognized as of January 1, 1996 as
a one-time, non-cash gain applicable to continuing operations of $85 million,
or $0.20 per share. The first three quarters of 1996 were restated to reflect
the new method. (See "Cumulative Effect of Accounting Change" under Note A on
page 62.)

Effective third quarter 1995, for external financial reporting purposes,
Pacific Bell discontinued the application of SFAS 71, "Accounting for the
Effects of Certain Types of Regulation," an accounting standard for entities
subject to traditional regulation. As a result, during 1995 the Corporation
recorded a non-cash, extraordinary charge of $3.4 billion, or $7.89 per share,
which is net of a deferred income tax benefit of $2.4 billion. As a result of
the extraordinary charge, the Corporation's shareowners' equity was reduced by
$3.4 billion. (See Note C - "Discontinuance of Regulatory Accounting -
SFAS 71" on page 64.)

Effective April 1, 1994, the Corporation spun off to its shareowners its
domestic and international cellular, paging, and other wireless operations in
a one-for-one stock distribution of its 86 percent interest in these
operations. As a result, the Corporation's total assets and shareowners'
equity were each reduced by $2.9 billion during 1994. The Corporation's
previous interests in the operating results and net assets of spun-off
operations are classified separately and excluded from the Corporation's
revenues, expenses, and other amounts presented for continuing operations.
(See "Spun-off Operations" under Note A on page 60.)

Results for 1993 reflect restructuring charges which reduced income from
continuing operations by $861 million, or $2.08 per share. Results for 1993
also reflect the cumulative after-tax effects of applying new accounting rules
for postretirement and postemployment benefits to prior years.

<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

OVERVIEW

Pacific Telesis(R) Group (the "Corporation") includes a holding company,
Pacific Telesis, and its telephone subsidiaries: Nevada Bell and Pacific
Bell(R) (which when used herein includes its subsidiaries: Pacific Bell
Directory, Pacific Bell Information Services, Pacific Bell Mobile Services,
Pacific Bell Internet Services, Pacific Bell Network Integration, and others)
hereinafter referred to as the Telephone Companies. Other Pacific Telesis
subsidiaries include Pacific Telesis Enterprises, Pacific Bell Communications,
and several other subsidiaries that provide video, communications, and other
services. The Telephone Companies provide local exchange services, network
access, local toll services, directory advertising, Internet access, Personal
Communications Services ("PCS") and selected information services in
California and Nevada.

The Corporation's primary financial goal is to build long-term value for its
shareowners. Management's business strategies of expanding and strengthening
the core telecommunications business, developing new markets and promoting
public policy reform have returned the Corporation to solid growth and
continue to build value not only for its shareowners, but also for its
customers and employees.

To further enhance shareowner, customer and employee value, and to meet the
challenges of our dramatically changing industry, the Board of Directors
announced a plan on April 1, 1996 to merge with SBC Communications Inc.
("SBC").

PLANNED MERGER

The decision to merge with SBC was based on a comprehensive evaluation of the
economic, financial, regulatory and technological factors in the
telecommunications industry. Management believes that the combined financial
resources, access to national and international markets, and technologies of
the combined companies will better enable them to take full advantage of the
growth opportunities provided by the Telecommunications Act of 1996. This
combination will better position the Corporation in today's competitive
telecommunications environment. The merger is based on growth opportunities
which will bring at least 1,000 new jobs to the combined companies in
California, as well as the headquarters of four of the combined companies'
operations.

The merger has been approved by the shareowners of the Corporation and SBC,
the Federal Communications Commission ("FCC") and the Public Service
Commission of Nevada ("PSCN"). The U.S. Department of Justice concluded that
the merger does not violate the antitrust laws. In addition, the California
State Attorney General has told the California Public Utilities Commission
("CPUC") that the merger will not hurt competition in California and is
consistent with emerging trends. On February 21, 1997, two California
administrative law judges issued a proposed decision approving the merger but
with a number of conditions, including payment of up to $750 million.
Management does not agree with the level of payment or the restrictive
conditions and intends to work towards their reduction or elimination. A
proposed decision by the administrative law judges is not binding. The CPUC

<PAGE>

is expected to review the full case and the proposed decision and issue a
final decision by March 31, 1997. Depending on the final CPUC decision, the
merger could close in early second quarter. (See "Merger Agreement" under Note
O on page 87.)

Management believes the merger will broaden investors' options by creating one
of the nation's largest national and international telecommunications
businesses. The merger will enhance competition in the communications
industry and position the combined companies to continue to grow and pursue
new opportunities in these increasingly competitive markets.

KEY STRATEGIES

With increasing competition for existing services, the opening of local and
toll services competition in California, and the enactment of the
Telecommunications Act of 1996, the Corporation faces an increasingly
competitive marketplace. Management's key strategies provided a strong
response to the competitive challenge, as reflected by the Corporation's
strong growth in revenues for 1996. The business strategies of expanding and
strengthening the core telecommunications business, developing new markets and
promoting public policy reform further the Corporation's goal of being the
customers' first choice for their telecommunications needs.

Strengthen Core Business
- ------------------------

Upgrade Network and Systems Capabilities

In order to offer the products and services customers want, now and in the
future, the Telephone Companies continue to invest heavily in improvements to
the core telecommunications networks. The Telephone Companies spent a total of
$2.5 billion primarily on the telecommunications networks during 1996. The
focus of these investments has been in the advanced digital technologies
discussed below. These technologies enable the Telephone Companies to provide
new products and services, increase network quality and reliability, increase
transmission speed, and reduce costs.

December 31
-----------
Technology Deployment 1996 1995
- -------------------------------------------------------------------------
Access lines served by digital switches...................... 80% 73%
Access lines with SS-7 capability............................ 98% 98%
Access lines with ISDN accessibility......................... 90% 85%
Miles of installed optical fiber (thousands)................. 541 482
- -------------------------------------------------------------------------

Digital switches and optical fiber, a technology using thin filaments of glass
or other transparent materials to transmit coded light pulses, increase the
capacity and reliability of transmitted data while reducing maintenance costs.

<PAGE>

Signaling System 7 ("SS-7") permits faster call setup and custom calling
services. Integrated Services Digital Network ("ISDN") allows simultaneous
transmission of voice, data, and video over a single telephone line. In
addition, the Telephone Companies are deploying Synchronous Optical Network
("SONET") interfaces within the fiber infrastructure. SONET is an
international standard for high-speed fiber optics transmission.

In December 1994, Pacific Bell contracted for the purchase of up to $2 billion
of Advanced Communications Network ("ACN") facilities, which incorporated new
technologies. During 1995, the ability to deploy the facilities outstripped
the ACN vendors' ability to deliver necessary products and software.
Accordingly, management decided to suspend construction at certain sites,
which reduced the expected cost to less than $700 million. If ACN facilities
meet certain quality and performance criteria (the "Network Test"), Pacific
Bell is committed to purchase the ACN facilities in 1998. If ACN facilities
fail the Network Test, Pacific Bell will not be committed to buy the ACN
facilities but might be liable to reimburse the principal ACN vendor for some
construction costs up to $300 million. If competition or other factors affect
Pacific Bell's ability to recover its investment in these facilities, the
value of the ACN facilities could be materially impaired.

Improve Customer Service and Efficiency

The Corporation also has invested in its networks to enhance service quality,
key to winning and keeping customers in a competitive market. According to a
1996 telecommunications study performed by J. D. Power and Associates, the
Corporation ranked second in customer satisfaction for local residential
telephone service. The Corporation is in a service industry and the quality
of service provided is still the most essential part of what the Corporation
sells.

In April 1996, the Corporation introduced a Pacific Bell Awards program,
designed to reward customers for continuing to choose Pacific Bell. The
program offers rewards from more than 20 partners that include airlines,
computer companies and restaurants. The Pacific Bell Awards program helps
promote brand name and also encourages customers to subscribe to the
Corporation's new products and services such as wireless PCS and Digital TV.

Recognizing the diversity of our customers, the Corporation provides service
in multiple languages to many bilingual or non-English speaking customers in
California, particularly those linked to the Pacific Rim and to Central and
South America. The number of customers whose service was provided in other
languages has grown by 129 percent since 1990, contributing to the
Corporation's revenues. Strong brand name recognition and an excellent
reputation in many ethnic market segments will enhance opportunity for the
Corporation when it enters the long distance business.

Superior service is delivered by employees in the Corporation's workforce
whose capabilities and cultures match the diversity and demands of the market.
In 1996, the U.S. Department of Labor also recognized this effort and honored
the Corporation with its Opportunity 2000 award for fostering employment
opportunities and employee diversity.

To prosper in a competitive environment, the Corporation must continue to
provide outstanding customer service while improving efficiency. The
Corporation's core process reengineering ("CPR") projects, implemented

<PAGE>

primarily at Pacific Bell, have resulted in better, faster customer service
with greater efficiency. CPR is a method for achieving significant increases
in performance by rethinking basic business processes and systems. For
example, Pacific Bell reduced the number of network operations centers from 25
to two. The new centers, which were fully operational in early 1996, require
fewer employees to operate than the old centers and each serves as a fully
operational backup for the other. And in 1995, Pacific Bell created customer
service centers to improve the response to service activation and repair
calls. With many functions consolidated in the centers, significant time
savings and service improvements have been achieved by reducing hands-off
between functional work groups. Reengineering processes and other efforts
contributed to the improvement in efficiency as measured by the change in the
Telephone Companies' employees per 10,000 access lines to 26.6 in 1996 from
28.8 in 1995.

Retain and Expand Existing Markets

Stimulating usage of the Telephone Companies' existing networks is the most
cost effective way to increase revenues. The Corporation is increasing its
use of alternative sales channels and targeted advertising to stimulate usage.
Focus areas include high-growth data markets, voice mail, additional
residential lines, and custom calling services.

The market for high-speed data transmission, or the Pacific Bell FasTrak(SM)
data services, grew rapidly in 1996 due to focused marketing campaigns and the
improved economy. The Telephone Companies' ISDN volumes in 1996 increased
92.4 percent from 1995. Volumes for other FasTrak data services increased as
follows for 1996 over the prior year: Frame Relay increased 111.5 percent and
Switched Multimegabit Data Service ("SMDS") increased 60.3 percent. Frame
Relay technology allows a customer to transmit 126 pages of data per second
and enables the customer to move data quickly between widely dispersed local
area networks. SMDS allows users to buy whatever bandwidth they need, and to
upgrade it later if desired.

In December 1996, Pacific Bell began testing the delivery of Asynchronous
Transfer Mode ("ATM") high-speed data to the desktop over the telephone
network using Asymmetric Digital Subscriber Line ("ADSL") technology. ATM is
considered the multimedia switching technology of the future. ATM functions
over ADSL, a technology that delivers higher bandwidth over copper telephone
lines. Pacific Bell has been conducting a limited ADSL trial in San Ramon,
California since the fall of 1996.

Changes in technology and telecommuting are fueling increased demand for
additional telephone lines in the home. The Corporation provides
approximately 2 million residential access lines that are in addition to the
customer's primary line. Customers want extra lines for data transmission,
Internet access, fax machines, and convenience. Similarly, demand for custom
calling services, such as call waiting, grew more than 11.1 percent in 1996 as
customers asked for greater convenience and more control over their telephone
communications. Caller ID, another custom calling service, was launched in
July 1996 and displays the telephone number of the calling party on a device
that attaches to, or is part of, a customer's telephone.

The success of the Corporation's voice mail products continued in 1996.
Customers value such features as the ability of the service to answer the

<PAGE>

phone even when they are on the line. They also like remote message retrieval
features and the reliability of the network. Voice mailbox equivalents in
service increased 18 percent in 1996 to about 1.7 million.

Capital expenditures for the Corporation in 1997 are forecast to be about $2.5
billion. This amount includes approximately $2.0 billion primarily for the
cost of upgrading and maintaining the core telecommunications network and
system capabilities. The remainder of this amount includes the cost of
building the PCS network and constructing the wireless digital television
network as described below.

New Markets
- -----------

As competition intensifies in its core telecommunications business, the
Corporation will rely increasingly on developing new products and services to
create new revenue sources. Toward that end, the Corporation is actively
creating and pursuing markets in PCS, Internet access, network integration,
digital wireless television, long-distance, and other information services.

In November 1996, Pacific Bell Mobile Services ("PBMS") launched PCS in San
Diego, California, and in February 1997, in Las Vegas, Nevada. Unlike most
cellular service, PCS is a digital wireless service, offers superior sound
quality, and protection from eavesdropping and cloning. The network will
incorporate the Global System for Mobile Communications ("GSM") standard which
is widely used in Europe. PBMS phones for PCS feature a built-in pager and
answering machine. PBMS is selling PCS as an off-the-shelf product in
approximately 100 retail stores across San Diego County and about 60 retail
stores in Las Vegas. PBMS plans to offer PCS service in San Francisco and Los
Angeles in the second quarter of 1997. Management expects a widespread
offering of PCS service in most of California and Nevada by mid-1997.
Although management anticipates significant competition, particularly from
established cellular companies, it believes that digital technology and
Pacific Bell's reputation for superior service will position our offering well
with the customer.

Pacific Bell Internet Services ("PBI") provides Internet access services to
business customers and in May 1996 rolled out its service to consumers. It is
estimated that between 30 and 40 percent of all Internet traffic originates or
terminates in California. In 1996, PBI added over 65,000 customers in
California and Nevada. Pacific Bell Network Integration ("PBNI"), a new
business initiated in mid-1996, was formed to assist customers with the
implementation of information technology networks by providing state-of-the-
art network management and consulting services. In November 1996, Pacific Bell
unveiled its new ISDN Home Pack(TM), the nation's first fully integrated ISDN
and Internet package. The package includes Internet access through Pacific
Bell's Internet Service network, a digital modem and Internet browser
software. PBI handles the Internet access and customized software of the
package. PBNI is responsible for integrating the whole package and managing
delivery of the hardware and software components.

In 1996, Pacific Bell Interactive Media ("PBIM") launched Pacific Bell At
Hand(SM), an Internet web site (www.athand.com) designed with focus on
California. California merchants and consumers distribute, receive and
exchange information in one of the Internet's most dynamic markets.
Categories such as Entertainment and Leisure, Sports and the newly released

<PAGE>

Real Estate provide users an intimate look at restaurants, golf courses, state
parks, multiple listing entries, and other advertiser provided content. In
1997, PBIM will continue to add to its merchant directory lineup.

In 1996, Pacific Bell Video Services ("PBVS") started testing its wireless
digital television service in the Los Angeles area. Technology and programming
market trials were completed successfully. PBVS plans to move forward in
Spring 1997 with a commercial launch in the Los Angeles and Orange County
areas. The Corporation currently provides analog wireless television service
to over 46,000 video customers in portions of Riverside and San Bernadino
counties. In September 1996, PBVS started delivering cable television over
the Advanced Communications Network in San Jose, California.

In response to the Telecommunications Act of 1996, the Corporation formed a
new subsidiary, Pacific Bell Communications ("PBCOM"), to provide long-
distance telephone service. (See "Telecommunications Legislation" on page
26.) PBCOM has filed applications in California and Nevada to provide
competitive long-distance telephone service between and within service areas.
Both federal and state approvals are needed before PBCOM may enter these
markets. The Telephone Companies must separately comply with a competitive
checklist mandated by law to enable PBCOM to enter the long distance business.
By mid-February 1997, Pacific Bell had 26 interconnection agreements with a
wide range of companies, of which ten met the FCC's 14-point checklist. In
addition, six agreements with cellular service providers had been signed.
PBCOM is required to have independent network capabilities, operating support
systems, other support systems and customer care/billing center capabilities
separate from the Telephone Companies, which PBCOM is currently building or
acquiring. As a result of significant progress in complying with the
competitive checklist, the Corporation intends to make a filing with the FCC
during the first half of 1997 to seek approval to enter the long distance
market.

Management sees these new markets as attractive investment opportunities even
though substantial start-up costs will be incurred.

<PAGE>

Public Policy
- -------------

Telecommunications Legislation

In February 1996, the Telecommunications Act of 1996 was signed into law,
easing certain restrictions imposed by the Communications Act of 1934 and the
1984 Cable Act, and replacing the 1982 Consent Decree. Among the provisions,
the new law allows telephone companies and cable television companies to
compete in each others' markets, and permits the former Bell Operating
Companies to apply to the FCC for authority to offer long-distance service,
subject to certain conditions. Once the new law is fully implemented,
consumers will have many new options for their local telephone, long-distance,
and cable television services. (See "FCC Recommendation on Universal Service"
and "FCC Interconnection Order" below.)

FCC Recommendation on Universal Service

In November 1996, the Joint Federal-State Board on Universal Service (the
"Board") issued a recommendation on how to implement sections of the
Telecommunications Act of 1996 regarding universal service. Generally the
plan creates a system that identifies cost subsidies in rural and high-cost
areas. However, the Board deferred a recommendation on how large the
subsidies should be. The Board also recommended creation of a $2.25 billion
fund for providing discounted services to schools and libraries. The FCC has
until May 1997 to issue a final decision on this matter.

FCC Interconnection Order

In August 1996, the FCC released a decision (the "Interconnection Order")
establishing guidelines to implement the Telecommunications Act of 1996, which
sets rules for opening local telecommunications markets to full competition.
The Interconnection Order lays out how long distance companies and other new
competitors may connect to local networks and sets guidelines and prices for
network components. Management believes that the Interconnection Order
undermines the intent of the Telecommunications Act of 1996 by, among other
things, denying states a role in managing and setting prices for local
markets. Management is also concerned that the order requires local telephone
companies to offer wholesale network services at unrealistically low prices.

The Corporation, along with other local telephone companies, the National
Association of Regulatory Utility Commissioners and state PUCs, including the
CPUC, appealed the Interconnection Order to a federal court. On October 15,
1996, the U.S. Court of Appeals for the Eighth Circuit (the "Court of
Appeals") issued a partial stay of the Interconnection Order that stays the
operation and effect of the pricing provisions and the "pick and choose" rule,
but allows the non-pricing elements of the order to go into effect. The U.S.
Supreme Court issued a memorandum decision on November 12, 1996 refusing to

<PAGE>

overturn the stay imposed by the Court of Appeals. The Court of Appeals is
expected to issue a decision by mid-1997.

The Interconnection Order also addressed the issue of wireless
interconnection, or the arrangements under which local exchange carriers
("LECs") are compensated for interconnecting with and terminating traffic for
commercial mobile radio service ("CMRS") providers (including cellular, PCS
and paging). The Interconnection Order ruled that CMRS providers are entitled
to reciprocal compensation arrangements for transport and termination of local
telecommunications traffic. On November 1, 1996, the Court of Appeals lifted a
part of the stay described above with respect to the non-price aspects of the
FCC's reciprocal compensation rules for CMRS providers. As a result of this
order, Pacific Bell is currently renegotiating its CMRS contracts and by early
February 1997, had signed agreements with six CMRS providers, including the
major California providers.

FCC Regulatory Framework Review

The FCC adopted new interim price cap rules in 1995 that govern the prices
that the larger LECs, including the Telephone Companies, charge interexchange
carriers for access to local telephone networks. The interim rules require
the LECs to adjust their maximum prices for changes in inflation, productivity
and certain costs beyond the control of the LEC. Under the interim plan, LECs
may choose from three productivity factors: 4.0, 4.7 or 5.3 percent.
Election of the 5.3 percent productivity factor permits the LEC to retain all
of its earnings, whereas the other lower productivity factors require earnings
to be shared with customers. As in 1995, the Telephone Companies again chose
the 5.3 percent productivity factor that will enable them to retain all of
their earnings effective July 1, 1996. The higher productivity factor was
chosen because management believes that it will be more than offset by
elimination of the sharing mechanism.

The revised FCC price cap plan was intended to be an interim plan that would
be revised in 1996. However, with the passage of the Telecommunications Act
of 1996, the FCC is conducting further proceedings to address various pricing
and productivity issues, and is performing a broader review of price cap
regulation in a competitive environment. Additionally, the FCC has indicated
that it will also examine universal service (see "FCC Recommendation on
Universal Service" on page 26) and access charge rules during 1997.

Management continues to believe that the FCC should adopt pure price cap
regulation and eliminate the productivity factor, sharing and earnings cap.

CPUC Local Services Competition

The CPUC authorized facilities-based local services competition effective
January 1996 and resale competition effective March 1996. Several issues
still need to be resolved before the CPUC issues final rules for local
competition. These issues include final rates for resale, presubscription,
implementation of number portability and LEC provisioning and pricing of
essential network functions to competitors. In order to provide services to
resellers, Pacific Bell will use operating support systems currently in place,
and it is also building electronic ordering systems and a customer
care/billing center. Costs to implement local competition, especially number
portability, will be material and it is uncertain whether regulators will

<PAGE>

allow for recovery of these costs. The CPUC expects to issue final rules on
presubscription in early 1997 and final rates and rules for all other issues
in late 1997.

Management believes that all markets should be open to all competitors under
the same rules at the same time, and that a truly open competitive market, in
which the Corporation can compete without restrictions, offers long-term
opportunity to build the business and maximizes benefit for the consumer.

CPUC Decision on Universal Service

Management is concerned that the decision underestimates the true cost of
providing universal telephone service. While $305 million of the total $352
million is expected to be paid to Pacific Bell initially, this is far short of
Pacific Bell's estimate of the true cost of providing universal service.
Pacific Bell developed a Cost Proxy Model to calculate the cost of service in
California. That model estimated the average cost of providing service to be
$27 per line per month. The CPUC uses the model in a modified form for the
new program, but has determined that the average cost is only $20.30 per line
per month. The universal service fund provides full funding for the
difference between the adopted CPUC cost and price only for those lines with
costs above $20.30. Pacific Bell's price for basic service, including federal
charges, is $14.75. Lines that cost more than $14.75, but less than $20.30
will not receive any funding. About 25 percent of Pacific Bell's residence
primary lines qualify for funding.

In order to ensure revenue neutrality, Pacific Bell must reduce its rates
dollar for dollar for any funds it receives from the newly created universal
service fund. This reduction will initially be accomplished by means of an
across-the-board surcredit on all of Pacific Bell's products and services
except for residential basic exchange services. The order allows Pacific Bell
to file an application to replace the initial across-the-board surcredit with
permanent price reductions for those services that previously subsidized
universal services.

The final decision also establishes a discount program for schools, libraries,
certain community-based organizations and municipal- and county-owned
hospitals and clinics. Carriers providing services at a discounted price will
be reimbursed from a newly created California Teleconnect Fund. This discount
program will be funded by a separate surcharge of 0.41 percent on the bills of
customers of all telecommunications carriers in California.

CPUC Regulatory Framework Review

In December 1995, the CPUC issued an order in its review of the regulatory
framework in California. The order suspended use of the "inflation minus
productivity" component of the price cap formula for 1996 through 1998. This
action freezes the price caps on most of Pacific Bell's regulated services for
the years 1996 through 1998 except for adjustments due to exogenous costs or

<PAGE>

price changes approved through the CPUC's application process. In December
1996, the CPUC adjusted Pacific Bell's rates due to exogenous cost changes by
an annual revenue reduction of approximately $66 million effective January 1,
1997.

Management continues to believe that the CPUC should adopt pure price cap
regulation and permanently eliminate sharing, earnings caps, and all other
vestiges of rate-of-return regulation.

PSCN Regulatory Review

The PSCN approved a "Plan of Alternative Regulation" ("the Plan") in April
1995 redesigning telecommunications regulation in the State of Nevada. The
Plan will remove barriers to toll and local competition in Nevada but will
also allow Nevada Bell to keep any productivity gains by eliminating the
current customer sharing provision. The Plan is optional and required a rate
case to determine initial pricing. In March 1996, Nevada Bell filed a rate
case to enter the Plan. In August 1996, the PSCN redesigned rates by
increasing the monthly residential flat rate service while reducing intra-
service area toll call services and business basic prices. The Plan was
effective January 1, 1997 and is estimated to decrease annual revenue by
approximately $13 million. The PSCN also increased depreciation rates that
are estimated to increase annual depreciation expense by about $5 million
beginning in January 1997.

COMPETITIVE RISK

Regulatory, legislative and judicial actions, as well as advances in
technology, have expanded the types of available communications products and
services and the number of companies offering such services. Various forms of
competition are growing steadily and are already having an effect on
Pacific Bell's earnings. An increasing amount of this competition is from
large companies with substantial capital, technological, and marketing
resources. Currently, competitors primarily consist of interexchange carriers,
competitive access providers, and wireless companies. Pacific Bell also faces
competition from cable television companies and others.

Effective January 1, 1995, the CPUC authorized toll services competition.
Management estimates that share losses since January 1, 1995 have been in the
five to six percent range. However, this loss combined with losses prior to
the official opening of this market has resulted in Pacific Bell currently
serving less than 50 percent of the business toll market. In April 1995, the
CPUC also ordered Pacific Bell to offer expanded interconnection to
competitive access providers. These competitors are allowed to carry the
intrastate portion of long-distance and local toll calls between Pacific
Bell's central offices and long distance carriers. Competitors may choose to
locate their transmission facilities within or near Pacific Bell's central
offices.

Effective January 1, 1996, the CPUC authorized local exchange competition. By
early February 1997, the CPUC had authorized about 90 companies, including
large and well-capitalized long distance carriers, competitive access
providers, and cable television companies to begin providing local phone
service in California, and 38 additional applications were pending. These
companies are prepared to compete in major local exchange markets and many
have already deployed switches or other facilities. All of Pacific Bell's

<PAGE>

customers have already chosen a long distance company, and these companies
have established widespread customer awareness through extensive advertising
campaigns over several years.

Local exchange competition may affect toll and access revenues, as well as
local service revenues, since customers may select a competitor for all their
telecommunications services. Local exchange competition may also affect other
service revenues as Pacific Bell Directory will have to acquire listings from
other providers for its products, and competing directory publishers may ally
themselves with other telecommunications providers. Management estimates the
CPUC's proposed local competition rules could materially reduce revenue growth
for Pacific Bell's regulated California operations by late 1997.

The characteristics of the California market make it attractive to new
competitors. Pacific Bell's business and residence revenues and profitability
are concentrated among a small portion of its customer base and geographic
areas. Competitors need only serve selected portions of Pacific Bell's
service area to compete for the majority of its business and residence usage
revenues. High-margin customers are clustered in high-density areas such as
Los Angeles and Orange County, the San Francisco Bay Area, San Diego, and
Sacramento. California is also attractive because it has one of the lowest
switched access rates in the country. By combining the low switched access
rates and discounted resale rates, competitors have the ability to price their
services below Pacific Bell's prices while maintaining high margins.
Reselling allows competitors to offer local services with little or no
investment.

Management believes that now that our markets are open to all competitors, the
Corporation should be granted access to markets that are currently closed to
LECs. A truly open competitive market, in which the Corporation can compete
without restrictions, offers long-term opportunity to build the business and
maximizes benefits for consumers. Management believes its key strategies of
strengthening the core business by upgrading its network and systems
capabilities, improving customer service and efficiency, expanding existing
markets, developing new markets and promoting public policy reform, will
provide a strong response to its competitive challenge. (See "Key Strategies"
on page 21.)

In Nevada, the PSCN issued a ruling opening the local exchange market to
competition. It includes requirements that the LECs allow interconnection,
unbundling, interim number portability and resale. Current PSCN proceedings
are addressing pricing, interconnection and other local competition issues.
At least two long distance carriers have requested resale of Nevada Bell
services, and two competitive access providers have entered the Northern
Nevada market, with the express intent of providing an alternative basic
business service to high-margin customers. Further, long distance carriers
can now transport toll calls both within and between service areas, and there
is evidence that such transport is increasing at a rapid rate. As in
California, Nevada Bell's market is attractive to new competitors.
Competition is expected to target the high-usage, high-profit customers.
These customers are geographically concentrated in the Reno/Sparks
metropolitan area and business parks.

<PAGE>

RESULTS OF OPERATIONS

The following discussions and data summarize the results of operations of the
Corporation for the periods 1996 compared to 1995, and 1995 compared to 1994.
The Corporation's previous interests in the operating results of wireless
operations that were spun off to shareowners on April 1, 1994, are classified
separately as "spun-off operations" in the accompanying financial statements.
(See Note B - "Spun-off Operations" on page 63.) The spun-off operations are
excluded from the Corporation's results from continuing operations.

% %
Operating Statistics 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Capital expenditures ($ millions). 2,753 -7.0 2,961 75.8 1,684
Total employees at December 31.... 48,330 -1.1 48,889 -5.2 51,590
Telephone Companies' employees
at December 31*................. 43,713 -3.7 45,413 -6.2 48,404
Telephone Companies' employees per
ten thousand access lines*...... 26.6 -7.6 28.8 -8.9 31.6
- --------------------------------------------------------------------------
* Excludes Pacific Bell Directory and Pacific Bell Mobile Services
employees.

Earnings
- --------

Earnings and earnings per share for 1996 were $1,142 million and $2.67,
respectively. 1996 earnings included a one-time, non-cash after-tax gain of
$85 million, or $0.20 per share associated with a change in accounting for
directory publishing revenues and expenses, which was substantially offset by
a number of other one-time items. (See "Cumulative Effect of Accounting
Change" under Note A on page 62.) Earnings for 1996 reflect the revenue
growth from increased customer demand for local telephone products associated
with marketing efforts and California's growing economy. Earnings remained
stable despite substantial increases in expenditures associated with entering
new businesses, increased demand and regulatory mandates for local
competition.

The Corporation reported a loss of $2,312 million for 1995, or loss per share
of $5.43. Earnings and earnings per share for 1995 before extraordinary item
were $1,048 million and $2.46, respectively. The reported loss is due
primarily to a non-cash, extraordinary charge to net income during third
quarter 1995 of $3.4 billion, after taxes, or $7.89 per share. The charge
resulted from the discontinued application by the Corporation's Pacific Bell
subsidiary of special accounting rules for entities subject to traditional
regulation and Pacific Bell's change to the general accounting rules used by
competitive enterprises. (See Note C - "Discontinuance of Regulatory
Accounting - SFAS 71" on page 64.)

Revenue shortfalls also contributed to the decline in 1995 earnings. Demand
growth as a result of the January 1995 local toll price reductions fell far
short of the level anticipated by the CPUC. As a result, the revenue
neutrality intended by the CPUC's price rebalancing order was not achieved.
(See "CPUC Revenue Rebalancing Shortfall" on page 47.) Price cap revenue
reductions ordered by the CPUC and the FCC further reduced earnings.
Additional pressure on earnings resulted from incremental labor expense

<PAGE>

associated with the severe storms in 1995. Pressure on earnings was mitigated
by the Corporation's continuing cost containment initiatives.

Management cannot predict the effects on earnings for 1997 from competition
and issues remaining to be resolved with the Telecommunications Act of 1996.
Management anticipates earnings dilution from the development of new markets
and increased local competition, but believes that the California economy will
continue to improve and that our history of effective cost controls will
continue. (See "Planned Merger" through "Competitive Risk" on pages 20-30.)

Volume Indicators
- -----------------
% %
1996 Change 1995 Change 1994
- ---------------------------------------------------------------------------
Switched access lines at Dec. 31
(thousands)....................... 16,427 4.2 *15,767 3.0 *15,307
Residence....................... 10,225 3.7 *9,862 *2.0 *9,670
Business........................ 5,986 5.2 *5,691 4.9 5,426
Other........................... 216 0.9 214 *1.4 *211

ISDN access lines at Dec. 31
(thousands, included in above). 102 92.4 53 130.4 23

Total interexchange carrier access
minutes-of-use (millions)......... 64,635 9.2 59,193 *13.0 *52,370
Interstate...................... 36,361 10.9 32,774 *7.2 *30,575
Intrastate...................... 28,274 7.0 26,419 *21.2 *21,795

Toll messages (millions).......... 5,176 7.4 4,819 *7.7 *4,473
Toll minutes-of-use (millions).... 15,935 9.5 14,547 *4.5 *13,917

Voice mailbox equivalents at Dec. 31
(thousands)...................... 1,714 18.0 1,453 27.0 1,144

Custom calling services at Dec. 31
(thousands)...................... 8,011 11.1 *7,211 *8.2 *6,666
- ---------------------------------------------------------------------------
* Restated.

The total number of access lines in service at December 31, 1996, grew to
16.427 million, an increase of 4.2 percent for the year, up from 3.0 percent
in 1995. The residential access line growth rate increased to 3.7 percent for
1996, up from 2.0 percent in 1995 reflecting the growing California economy.
The growth rate in business access lines was 5.2 percent in 1995, up from 4.9
percent in 1995. The growth in business access lines reflects increased
employment levels in California. The number of ISDN lines in service grew to
102 thousand, an increase of 92.4 percent for 1996, as customers increased
telecommuting and demanded faster data transmission and Internet access.

Access minutes-of-use represent the volume of traffic carried by interexchange
carriers over the Telephone Companies' local networks. Total access minutes-
of-use for 1996 increased by 9.2 percent over 1995. The increase in access
minutes-of-use was primarily attributable to economic growth. The growth rate
of 13.0 percent in 1995 was higher than 1996 due to the introduction of toll
services competition in 1995. In California, the official introduction of

<PAGE>

toll services competition in January 1995 had the effect of increasing
intrastate access minutes-of-use. This phenomenon occurs because Pacific Bell
provides access service to competitors who complete local toll calls over
Pacific Bell's network.

Toll messages and minutes-of-use are comprised of Message Telecommunications
Service and Optional Calling Plans ("local toll") as well as WATS and
terminating 800 services. In 1996, toll minutes-of-use increased by
9.5 percent compared to an increase of 4.5 percent for 1995. The increase was
driven primarily by economic growth.

Management cannot predict the effects on volumes for 1997 from competition and
issues remaining to be resolved with the Telecommunications Act of 1996.
However, management believes that the California economy will continue to
improve and that its business strategies will position the Corporation to
compete effectively in the changing telecommunications industry. (See
"Planned Merger" through "Competitive Risk" on pages 20-30.)

Operating Revenues
- ------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Total operating revenues...... $9,588 $546 $9,042 $-193 $9,235
6.0% -2.1%
- --------------------------------------------------------------------------

Revenues for 1996 increased from 1995 primarily due to increased customer
demand driven by the expansion of business data services, strong usage levels
for new custom calling services, increases in access line and minutes-of-use
volumes, and growth in directory advertising. The Corporation's marketing
efforts and California's growing economy contributed to the increased customer
demand. Increases in 1996 revenues were partially offset by $50 million of
rate reductions due to FCC price cap orders. Revenues for the six months ended
June 30, 1996, decreased $60 million due to the FCC price cap filing for the
twelve months ending June 30, 1996. For the 1996 annual access tariffs filings
effective July 1, 1996, revenues increased approximately $10 million. The CPUC
price cap order effective January 1, 1996, had a minimal effect on Pacific
Bell revenues due to an order in December 1995 suspending use of the
"inflation minus productivity" component of the price cap formula for 1996
through 1998. This action freezes the price caps on most of Pacific Bell's
regulated services through 1998 except for adjustments due to exogenous costs
or price changes approved through the CPUC's application process. (See "CPUC
Regulatory Framework Review" on page 28.) Primary factors affecting 1996
revenue changes from 1995 are summarized in the table below.

<PAGE>

CHANGE IN 1996 REVENUES FROM 1995: Total
Price Change
Cap Customer from
($ millions)
Orders Misc. Demand 1995
- --------------------------------------------------------------------------
Local service....................... $ - $14 $205 $219
Network access:
Interstate......................... -50 37 140 127
Intrastate......................... - -21 34 13
Toll service........................ - -21 84 63
Other service revenues.............. - 24 100 124
----- ----- ----- -----
Total operating revenues............ $-50 $33 $563 $546
==========================================================================

Local service revenues include basic monthly service fees and usage charges.
Fees and charges for custom calling services, coin phones, installation, and
service connections are also included in this category. The $205 million
increase in customer demand for local service is the result of the 4.2 percent
growth in access lines and the 11.1 percent growth in custom calling services,
such as call waiting, generated by the improved economy in California and
effective marketing.

Network access revenues reflect charges to interexchange carriers and to
business and residential customers for access to the Telephone Companies'
local networks. The $140 million increase in interstate network access
revenues due to customer demand reflects increased interexchange carrier
access minutes-of-use, as well as increased access lines. The $34 million
demand-related increase in intrastate network access revenues also resulted
from growth in access minutes-of-use.

Toll service revenues include charges for local toll as well as 800 services
within service area boundaries. The increase of $84 million in toll service
revenues due to customer demand was driven primarily by increased local toll
usage resulting from California's growing economy. The customer demand-
related increases in local toll service was partially offset by competitive
losses in 800 services. Interexchange carriers currently have the competitive
advantage of being able to offer these services both within and between
service areas.

Other service revenues are generated from a variety of services including
directory advertising, information services, PCS, Internet services, network
integration and billing and collection services provided by the Telephone
Companies. Increases in other service revenues reflect growth in the
Telephone Companies' information services and directory advertising due to
continued growth in the California economy. In addition, other service
revenues for Internet, network integration and wireless cable increased over
1995 primarily due to the introduction of these new services.

Total operating revenues for 1995 were reduced from 1994 primarily because
demand growth as a result of lower prices due to toll services competition
effective January 1, 1995, was less than assumed in the CPUC-ordered price
rebalancing. (See "CPUC Revenue Rebalancing Shortfall" on page 47.) Revenues
were also reduced because of price cap revenue reductions ordered by the CPUC
and FCC under incentive-based regulation as well as the effects of toll

<PAGE>

services competition. The decreases in total operating revenues were
partially offset by a net increase in customer demand in 1995. The decrease in
1995 revenues compared to 1994 was lessened by a CPUC-ordered refund of $27
million in 1994 related to Pacific Bell's payment processing system.

Management cannot predict the effects on revenues for 1997 from competition
and issues remaining to be resolved with the Telecommunications Act of 1996.
However, management believes that the California economy will continue to
improve and that its business strategies will position the Corporation to
compete effectively in the changing telecommunications industry. (See
sections "Planned Merger" through "Competitive Risk" on pages 20-30.)

Operating Expenses
- ------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Total operating expenses...... $7,390 $359 $7,031 $-10 $7,041
5.1% -0.1%
- --------------------------------------------------------------------------

The increase in total operating expenses for 1996 reflects the Corporation's
costs for increased demand for products and services, new business initiatives
and costs incurred to prepare for local competition. Increased expenses were
partially offset by cost reductions from the Corporation's ongoing efficiency
efforts and savings due to changes in employee benefit plans and benefit plan
assumptions. Primary factors affecting expense changes are summarized below.

CHANGE IN 1996 OPERATING EXPENSES FROM 1995:

Pacific Pacific Total
Bell* Bell* Pacific Other Change
Salaries Employee Bell* PTG** from
($ millions) & Wages Benefits Misc. Entities 1995
- --------------------------------------------------------------------------
Cost of products and
services..................... $38 $-121 $55 $32 $4
Customer operations and
selling expenses............. 9 -74 26 116 77
General, administrative,
and other expenses........... 27 4 178 63 272
Depreciation and amortization.. - - -3 9 6
--- ---- ---- ---- ----
Total operating expenses....... $74 $-191 $256 $220 $359
==========================================================================
* Excludes Pacific Bell subsidiaries.
** Includes Pacific Telesis Group and Pacific Bell subsidiaries.

At Pacific Bell, excluding subsidiaries, salary and wage expense increased
$74 million in 1996, primarily due to wage increases associated with new labor
agreements effective August 1995 and overtime due to increased business
volumes. These increases were somewhat offset by force reduction programs.
(See "Status of Reserves" on page 39.) Salary and wage expense for the
Corporation's other entities increased $66 million in 1996 due primarily to
entry into new businesses. Due to increased demand for products and services

<PAGE>

and entry into new businesses, management anticipates that the workforce will
increase in 1997 and related salary and wage expense will also increase.

At Pacific Bell, excluding subsidiaries, employee benefits expense decreased
$191 million in 1996. This decrease was due primarily to the net effect of
changes in employee benefit plans and changes in employee benefit plan
assumptions and the discontinued application of Statement of Financial
Accounting Standards No. ("SFAS") 71, "Accounting for the Effects of Certain
Types of Regulation," at Pacific Bell. (See Note C - "Discontinuance of
Regulatory Accounting - SFAS 71" on page 64, Note F - "Employee Retirement
Plans" on page 69 and Note G - "Other Postretirement and Postemployment
Benefits" on page 73.) Despite 1997 expected force increases, management
anticipates that the changes in employee benefit plans and benefit plan
assumptions will continue to produce savings in 1997.

At Pacific Bell, excluding subsidiaries, the increase in miscellaneous
expenses in 1996 primarily reflects costs incurred to prepare for local
competition, increased costs for software and contract services associated
with increased demand for products and services.

The Corporation's other entities' expenses increased primarily due to new
business initiatives, such as PCS, Internet access, long distance and network
integration.

Management anticipates total operating expenses to increase in 1997 due to new
business initiatives and increased demand. Also, costs to implement local
competition, especially number portability, will be material and it is
uncertain whether regulators will allow for recovery of these costs. (See
"CPUC Local Services Competition" on page 27.) In addition, over the next few
years, management is expecting to incur additional expenditures to modify its
software to operate correctly for the year 2000.

The decrease in total operating expenses for 1995 reflects the Corporation's
cost reduction efforts and reduced settlements expense. These decreases were
largely offset by increased depreciation expense, costs resulting from severe
storm damage in early 1995, and increased software expenses.

At Pacific Bell, excluding subsidiaries, salary and wage expense decreased $85
million in 1995, primarily as a result of a net workforce reduction of 3,114
employees. The effect of Pacific Bell's declining workforce was partially
offset in 1995 by increased overtime for storm and flood repairs and by a $29
million increase related to higher compensation rates. The Corporation's
salary and wage expense was $2,215 million for 1995, a decrease of $56 million
from 1994.

At Pacific Bell, excluding subsidiaries, employee benefits expense decreased
$51 million in 1995 primarily due to the Corporation's health care cost-
reduction efforts and Pacific Bell's force reduction programs. The
Corporation's employee benefits expense was $660 million for 1995, a decrease
of $36 million from 1994.

<PAGE>

Interest Expense
- ----------------
($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Interest expense.............. $341 $-101 $442 $-13 $455
-22.9% -2.9%
- --------------------------------------------------------------------------

Interest expense decreased in 1996 due primarily to a change in the
Corporation's capital structure (see Note K - "Corporation-Obligated
Mandatorily Redeemable Preferred Securities of Subsidiary Trusts" on page 83)
and a change in classification of interest capitalized during construction
from an item of other income to a reduction in interest expense due to the
discontinued application of SFAS 71 at Pacific Bell. (See Note C -
"Discontinuance of Regulatory Accounting - SFAS 71" on page 64.)

Interest expense decreased in 1995 primarily due to a decrease in the balance
of long-term debt from 1994 and interest expense associated with a CPUC refund
order in 1994. These decreases were partially offset by interest expense
associated with increased short-term borrowings, adjustments on capital leases
and the completion of amortization of gains on certain investments.

Other Income (Expense) - Net
- ----------------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Other income (expense)-net.......... $-59 $-101 $42 $-13 $55
-240.5% -23.6%
- --------------------------------------------------------------------------

Other income (expense)-net decreased in 1996 primarily due to a change in
classification of interest capitalized during construction from an item of
other income to a reduction of interest expense, interest income from tax
refunds received in 1995 of approximately $30 million and in 1996, dividends
paid on Trust Originated Preferred Securities ("TOPrS"). (See Note K - "Cor-
poration-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary
Trusts" on page 83.) These decreases were partially offset by bond redemption
costs incurred in 1995 associated with Pacific Bell's redemption of
debentures.

Other income (expense)-net decreased in 1995 primarily due to equity losses of
joint ventures and bond redemption costs associated with Pacific Bell's
redemption of debentures. These decreases were partially offset by increased
interest income of approximately $30 million from tax refunds received in 1995
related to prior years and unrealized gains on trust assets under an executive
compensation deferral plan. These unrealized gains will fluctuate over time
and may be offset by unrealized losses depending on market conditions.

<PAGE>

Income Taxes
- ------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Income taxes........................ $741 $178 $563 $-95 $658
31.6% -14.4%
Effective tax rate (%).............. 41.2 34.9 36.7
- --------------------------------------------------------------------------

Income tax expense increased for 1996 primarily due to higher pre-tax income,
tax adjustments and tax refunds received in 1995. Effective January 1, 1997,
California's maximum statutory tax rate will decrease from 9.3 percent to 8.84
percent. Due to this rate reduction, at December 31, 1996, the Corporation
revalued its net deferred tax assets. This revaluation increased state income
tax expense $16 million for 1996, which contributed to the overall income tax
expense increase for 1996.

The decrease in income tax expense for 1995 was primarily due to lower pre-tax
income and tax refunds received in that year.

Cumulative Effect of Accounting Change
- --------------------------------------

During fourth quarter 1996, Pacific Bell Directory ("Directory") changed its
method of recognizing directory publishing revenues and related expenses
effective January 1, 1996. Directory previously recognized revenues and
expenses related to publishing using the "amortized" method, under which
revenues and expenses were recognized over the lives of the directories,
generally one year. Under the new "issue basis" method, revenues and expenses
will be recognized when the directories are issued. The cumulative after-tax
effect of applying the new method to prior years is recognized as of January
1, 1996 as a one-time, non-cash gain applicable to continuing operations of
$85 million, or $0.20 per share. The gain is net of deferred taxes of $58
million. The first three quarters of 1996 were restated to reflect the new
method. Management believes this change to the issue basis method is
preferable because it is the method generally followed in the publishing
industry and better reflects the operating activity of the business. This
accounting change is not expected to have a significant net income effect on
future periods. (See "Cumulative Effect of Accounting Change" under Note A on
page 62.)

Extraordinary Item
- ------------------

Effective third quarter 1995, for external financial reporting purposes,
Pacific Bell discontinued the application of SFAS 71, an accounting standard
for entities subject to traditional regulation. As a result, during 1995, the
Corporation recorded a non-cash, extraordinary, after-tax charge of $3.4
billion, or $7.89 per share. The Corporation's Nevada Bell subsidiary
continues to apply SFAS 71 accounting, but is evaluating its continued use as
competition in its markets increases. If Nevada Bell were to discontinue
application of SFAS 71 it would not have a material effect on the
Corporation's financial statements. (See Note C - "Discontinuance of
Regulatory Accounting - SFAS 71" on page 64.)

<PAGE>

Adoption of New Accounting Standard
- -----------------------------------

SFAS 128, "Earnings per Share," requires dual presentation of basic and
diluted earnings per share ("EPS") by entities with complex capital
structures. This new rule is effective for financial statements issued for
periods ending after December 15, 1997. Diluted EPS reflects the potential
dilution of securities that could share in the earnings of an entity, which is
similar to the fully diluted EPS under current accounting rules. Currently,
the Corporation discloses only basic EPS because primary and fully diluted
EPS, under current accounting rules, have an immaterial effect. The
Corporation will adopt SFAS 128 in its December 31, 1997 consolidated
financial statements but expects that the presentation will be the same as
under the current rules. Therefore, SFAS 128 is not expected to have any
significant impact on the Corporation's financial statements.

Status of Reserves
- ------------------

The Corporation has established a number of reserves to record the effects of
discontinuing and restructuring certain parts of its business.

In 1991, a $203 million reserve was established for the cost of management
force reduction programs through 1994. A balance of $77 million remained at
the end of 1993. An additional $1,020 million reserve was established in
December 1993 to record the incremental cost of force reductions associated
with restructuring Pacific Bell's business processes through 1997. This
restructuring was expected to allow Pacific Bell to eliminate more than
14,000 employee positions from 1994 through 1997. After considering new
positions expected to be created, a net reduction of approximately
10,000 positions was anticipated. In addition, Pacific Bell has relocated
employees in conjunction with consolidating business offices, network
facilities, installation and collection centers, and other operations.

Pacific Bell's gross force reductions under the restructuring plan, excluding
subsidiaries, totaled 4,142 employees in 1996. Total gross force reductions
for the first three years of the plan, 1994 through 1996, totaled 14,181. Net
force reductions were 1,926 for 1996 and 9,168 for the three-year period 1994
through 1996. The pace of net force loss moderated in 1996 due to strong
volume growth at Pacific Bell.

Annual cash savings are expected to reach approximately $1 billion when the
restructuring is completed in 1997. In 1996, expense savings due to the
restructuring totaled approximately $757 million primarily from savings in
labor costs due to cumulative force reductions since restructuring began.

Charges to the restructuring reserve in 1996 totaled $131 million, including
cash outlays of $195 million and a $64 million non-cash charge reversal
described below. In 1995, Pacific Bell charged $219 million to the
restructuring reserve for the cost through 1997 of enhanced retirement
benefits negotiated in the 1995 union contracts. These costs will be paid
from pension fund assets and do not require current outlays of the
Corporation's funds. Based on its experience, in 1996 Pacific Bell revised
its estimate of these retirement costs. Consequently, $64 million of these
1995 non-cash charges were reversed in 1996. There was no effect on net
income from either the 1995 charge or the 1996 change in this estimate.

<PAGE>

Management expects to use the remaining reserve balance during 1997.

In fourth quarter 1996, the Corporation established a reserve of $43 million
to reflect the restructuring of portions of its video-related businesses.
Other reserves were recorded in 1993, 1992, and 1990 related to the spun-off
operations and the Corporation's withdrawal from, or restructuring of, its
real estate, cable, and customer premises equipment businesses. Management
believes the $116 million balance in these reserves remaining at the end of
1996 is adequate. (See Note D - "Restructuring Charges and Other Reserves" on
page 66.)

The table below sets forth the status and activity of these reserves.

($ millions) 1996 1995 1994
- --------------------------------------------------------------------------
Reserve for force reductions and restructuring:
Balance - beginning of year.................. $228 $ 819 $1,097
Additions.................................... - - -
Charges: cash outlays........................ -195 -372 -216
non-cash............................ 64 -219 -62
-------------------------
Balance - end of year........................ $ 97 $ 228 $ 819
=========================
Other reserves:
Balance - beginning of year.................. $98 $ 119 $ 428
Additions.................................... 43 - -
Charges: cash outlays........................ -2 -6 -61
non-cash............................ -23 -15 -248
-------------------------
Balance - end of year........................ $116 $ 98 $ 119
===========================================================================

<PAGE>

LIQUIDITY AND FINANCIAL CONDITION

The Corporation defines liquidity as its ability to generate resources to
finance business expansion, construct capital assets, pay its current
obligations, and pay dividends. Management expects to continue to meet the
majority of its liquidity needs from internally generated funds, but can also
obtain external financing through the issuance of common stock, and short- and
long-term debt, if needed.

Short-term borrowings are available under a commercial paper program and
through uncommitted unused lines of credit. These lines of credit are subject
to continued review by the lending banks. At December 31, 1996, the unused
lines of credit available totaled approximately $2.8 billion.

For longer-term borrowings, in February 1997, the CPUC approved Pacific Bell's
application to issue up to $1.75 billion of long- and intermediate-term debt
and preferred securities. The proceeds may be used to redeem maturing debt, to
refinance other debt issues and to finance construction expenditures or
acquisition of property. The CPUC's authorization is in effect until the full
$1.75 billion has been issued. Pacific Bell also has remaining authority from
the Securities and Exchange Commission ("SEC") to issue up to $150 million of
long- and intermediate-term debt through a shelf registration filed in April
1993. In addition, the Corporation's PacTel Capital Resources ("PTCR")
subsidiary may issue up to $192 million of medium-term notes through a shelf
registration on file with the SEC.

In December 1994, Pacific Bell contracted for the purchase of up to $2 billion
of Advanced Communications Network ("ACN") facilities, which incorporated new
technologies. During 1995, the ability to deploy the facilities outstripped
the ACN vendors' ability to deliver necessary products and software.
Accordingly, management decided to suspend construction at certain sites,
which reduced the expected cost to less than $700 million. If ACN facilities
meet certain quality and performance criteria (the "Network Test"), Pacific
Bell is committed to purchase the ACN facilities in 1998. If ACN facilities
fail the Network Test, Pacific Bell's will not be committed to buy the ACN
facilities but might be liable to reimburse the principal ACN vendor for some
construction costs up to $300 million. If competition or other factors affect
Pacific Bell s ability to recover its investment in these facilities, the
value of the ACN facilities could be materially impaired.

In 1997, the Corporation anticipates further investments in new business
initiatives and expects to generate the required funds through internal and
external sources.

In August 1996, Moody's Investors Services, Inc. ("Moody's") downgraded
Pacific Bell's debentures and notes to A1 from Aa3, PTCR's medium-term notes
to A2 from A1, Pacific Telesis Group's counterparty rating to A2 from A1 and
Pacific Telesis Financing I and II Trust Originated Preferred Securities
("TOPrS") to a2 from a1. In addition, Moody's downgraded Pacific Bell's shelf
registration of debt securities to (P)A1 from (P)Aa3 and PTCR's shelf
registration of debt securities to (P)A2 from (P)A1. The downgrades were
prompted by Moody's concerns about the ability of Pacific Bell to continue to
generate the same level of highly predictable cash flows in an increasingly
uncertain competitive and regulatory environment.

In April 1996, reflecting the announcement of the merger agreement with SBC,

<PAGE>

Standard & Poor's Corporation revised the outlook on Pacific Telesis Group's
corporate credit ratings, including PTCR, to stable from negative. (See
"Merger Agreement" under Note O on page 87.) The outlook for Pacific Bell
remains negative. Also reflecting the merger agreement announcement, Duff and
Phelps Credit Rating Co. reaffirmed its ratings of Duff 1+ and Double-A-Minus
("AA-") on Pacific Bell's commercial paper and debentures, respectively.

The following are commercial paper, bond, and TOPrS ratings for the
Corporation and its subsidiaries:

Moody's Standard & Duff and
Investors Poor's Phelps Credit
Services, Inc. Corp. Rating Co.
-------------- --------- ------------
Commercial Paper:
- ----------------------------------
Pacific Telesis Group............. Prime-1 A-1 -
Pacific Bell...................... Prime-1 A-1+ Duff 1+
PacTel Capital Resources.......... Prime-1 A-1 -

Long- and Intermediate-Term Debt:
- ----------------------------------
Pacific Bell...................... A1 AA- AA-
PacTel Capital Resources.......... A2 A+ -

TOPrS:
- ----------------------------------
Pacific Telesis Financing I and II a2 A -

The above ratings reflect the views of the rating agencies and are subject to
change. The ratings should be evaluated independently and are not
recommendations to buy, sell, or hold the securities of the Corporation.

During 1996 the Corporation entered into sale and leaseback arrangements to
finance equipment associated with the buildout of its PCS network. In
accordance with generally accepted accounting principles, these leases are
being classified as capital leases in property, plant, and equipment. As of
December 31, 1996, the financing obtained under the leases was $285 million.
Management expects the total financing to reach about $350 million, of which
approximately one-third will be repaid in Japanese yen. To hedge exposure to
foreign currency exchange fluctuations, the Corporation has entered into
foreign currency forward contracts to purchase yen in amounts equal to the
current yen lease obligations when they become due. Gains or losses due to
foreign currency rate fluctuations on these contracts and on the yen lease
obligations offset each other in results of operations. Management does not
expect to realize any loss from counterparty nonperformance under these
contracts. (See Note J - "Financial Instruments" on page 81.)

The Corporation holds an equity swap contract to hedge its exposure to the
risk of market changes related to its recorded liability for outstanding
employee stock options of the spun-off operations' common stock and associated
stock appreciation rights. (See Note H - "Stock Options and Stock
Appreciation Rights" on page 76.) Off-balance-sheet risk exists to the extent
the market price of the spun-off operations' stock rises above the market
price reflected in the liability's current carrying value. The equity swap
was entered into to hedge this exposure and minimize the impact of market

<PAGE>

fluctuations. The equity swap itself involves certain off-balance-sheet
risks. (See Note J - "Financial Instruments" on page 81.)

Cash From Operating Activities
- ------------------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Cash from operating activities
of continuing operations.... $2,592 $-177 $2,769 $-178 $2,947
-6.4% -6.0%
- --------------------------------------------------------------------------

The decrease in 1996 cash from operating activities of continuing operations
is primarily due to entry into new businesses. In addition, a tax refund
received in 1996 of approximately $133 million was $32 million less than tax
refunds and related interest income received in 1995.

The decrease in 1995 cash from operating activities of continuing operations
is primarily due to timing differences in the payment of liabilities and lower
revenues. The decrease in cash flow was partially offset by tax refunds and
associated interest income of approximately $165 million received in 1995.

Management is unable to predict the impact that competition will have on cash
from operating activities of continuing operations in 1997.

Cash Used For Investing Activities
- ----------------------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Cash used by continuing operations
for investing activities...........
$2,648 $-26 $2,674 $1,172 $1,502
-1.0% 78.0%
- --------------------------------------------------------------------------

Cash used by continuing operations for investing activities decreased $26
million in 1996. During 1996, the Corporation's investments in the core
telecommunications network and PBMS' PCS network were slightly lower than the
Corporation's investments in 1995 which included payments of $656 million for
PCS licenses.

Cash used by continuing operations for investing activities increased in 1995
primarily due to payments of $656 million for PCS licenses and associated
capitalized interest. In addition, the increase also reflects investments to
upgrade the core telecommunications network and the Corporation's 1995
investments in joint ventures.

In 1996, the Corporation made capital expenditures of about $2.75 billion.
Management currently anticipates capital spending in 1997 to reach about $2.5
billion. (See "Upgrade Network and Systems Capabilities" on page 21.)
Pacific Bell has purchase commitments of about $208 million remaining in
connection with its previously announced program for deploying an all-digital
switching platform with ISDN and SS-7 capabilities. (See Note O - "Commitments
and Contingencies" on page 87.)

<PAGE>

Cash From (Used For) Financing Activities
- -----------------------------------------

($ millions) 1996 Change 1995 Change 1994
- --------------------------------------------------------------------------
Cash from (used by) continuing operations
for financing activities......... $52 $206 $-154 $1,225 $-1,379
133.8% -88.8%
- --------------------------------------------------------------------------

Cash from continuing operations for financing activities increased
$206 million in 1996. The increase reflects the proceeds from TOPrS
financing, long-term debt and leasing arrangements substantially offset by the
use of these funds to reduce the level of short-term borrowings. Lower
dividend payments also contributed to the increase. The Corporation sold $1
billion of TOPrS, $500 million at 7.56 percent in January 1996 through Pacific
Telesis Financing I and $500 million at 8.5 percent in June 1996 through
Pacific Telesis Financing II. The proceeds were used to retire outstanding
short-term indebtedness, primarily commercial paper. Under certain
circumstances, dividends on TOPrS could be deferred for up to a period of five
years. (See Note K - "Corporation-Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts" on page 83.) In February 1996, Pacific Bell
issued $250 million of 5.875 percent debentures due February 15, 2006. In
August 1996, Pacific Bell issued $250 million of 6.875 percent debentures due
August 15, 2006. Neither issue may be redeemed prior to maturity. The
proceeds from the sale of both issuances of debentures were used to reduce
short-term debt incurred to retire Pacific Bell debentures totaling
approximately $500 million redeemed in December 1995. In addition during 1996,
the Corporation financed $285 million through its leasing arrangements for
equipment purchases for the PCS network. Also, the Corporation reduced its
second and third quarter 1996 dividends to $0.315 per share which contributed
to the increase in cash flow in 1996.

In 1995, cash used by continuing operations for financing activities decreased
primarily due to proceeds from short-term borrowings of approximately
$1.5 billion. Whereas, in 1994, the Corporation substantially repaid its
short-term borrowings. The decrease was partially offset by the retirement of
approximately $800 million of long-term debt during 1995.

<PAGE>

Long-term borrowing activity, excluding spun-off operations, included the
following issuances and redemptions:

Interest Maturity Principal
($ millions) Rate Date Amount
- --------------------------------------------------------------------------
Issuances:
1996................. 5.875% to 6.875% 2006 $ 500
1995................. - - -
1994................. 6.960% 2006 $ 10
Retirements:
1996................. 8.650% 1996 $ 15
1995*................ 7.625% to 9.320% 1995 to 2030 $ 814
1994................. 9.250% 2008 $ 12
- --------------------------------------------------------------------------
* Amount includes approximately $55 million of debt assumed in the CCW
acquisition, which was subsequently retired, and approximately $12 million
of recall premium.

The Corporation's debt ratio improved to 61.5 percent at December 31, 1996
from 74.1 percent at December 31, 1995. This improvement was primarily due to
the use of the TOPrS proceeds to retire outstanding short-term indebtedness.
Pre-tax interest coverage was 6.7 times for 1996. Pre-tax interest coverage
for 1995 was negative due to the Corporation's reported loss in 1995.

Pursuant to the terms of the merger agreement, the Corporation reduced its
second, third and fourth quarter dividends to $0.315 per share. The lower
second and third quarter dividends paid in 1996 improved 1996 cash flow by
approximately $195 million. (See "Merger Agreement" under Note O on page 87.)

<PAGE>

PENDING REGULATORY ISSUES

Uniform Systems of Account ("USOA") Turnaround Adjustment
- ---------------------------------------------------------

In May 1995, Pacific Bell filed an application with the CPUC to eliminate the
USOA Turnaround Adjustment effective January 1, 1995. This Turnaround
Adjustment is a vestige of traditional rate-of-return regulation and has been
in effect since 1988. Because of the adjustment, Pacific Bell's revenues were
reduced by over $23 million each year from 1988 through 1995. 1996 and 1997
revenues are subject to refund. These adjustments were intended to reflect
annual revenue requirement reductions resulting from the CPUC's adoption of a
capital-to-expense accounting change in 1988. The CPUC held evidentiary
hearings in October 1995 addressing whether the USOA Turnaround Adjustment
should be eliminated. The CPUC's Office of Ratepayer Advocates has proposed
that Pacific Bell be ordered to permanently reduce its revenues by
$106 million effective January 1, 1996. Another intervenor has proposed that
Pacific Bell should be ordered to reduce its annual revenues by $43 million
effective January 1, 1996, with additional revenue reductions of about $11
million made on a cumulative basis over the next ten years. After year ten,
the proposed revenue reduction would be about $155 million permanently for
each year. Management cannot predict the outcome of this matter.

Revenues Subject to Refund
- --------------------------

In 1992, the CPUC issued a decision adopting, with modification, SFAS 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions," for
regulatory accounting purposes. Annual price cap decisions by the CPUC
granted Pacific Bell approximately $100 million in each of the years 1993-1996
for partial recovery of higher costs under SFAS 106. However, the CPUC in
October 1994 reopened the proceeding to determine the criteria for exogenous
cost treatment and whether Pacific Bell should continue to recover these
costs. The CPUC's order held that related revenues collected after October
12, 1994, are subject to refund plus interest. It is possible that the CPUC
could decide this issue in the near term, and that the decision could have a
material adverse effect on Pacific Bell. Related revenues subject to refund
totaled about $221 million at December 31, 1996. Management believes
postretirement benefits costs are appropriately recoverable in Pacific Bell's
price cap filings.

Other Billing and Collecting ("OB&C")
- -------------------------------------

The FCC adopted new rules for recovery of OB&C expenses which will go into
effect mid-March 1997. The new rules shift an additional 25 percent of OB&C
costs from the intrastate to the interstate jurisdiction. The shift could
result in revenue reductions of approximately $40 million a year. Management
is evaluating options to mitigate the effect on revenues.

<PAGE>

Property Tax Investigation
- --------------------------

In 1992, a settlement agreement was reached between the State Board of
Equalization, all California counties, the State Attorney General, and
28 utilities, including Pacific Bell, on a specific methodology for valuing
utility property for property tax purposes for a period of eight years. The
CPUC opened an investigation to determine if any resulting property tax
savings should be returned to customers. Intervenors have asserted that as
much as $20 million of annual property tax savings should be treated as an
exogenous cost reduction in Pacific Bell's annual price cap filings. These
intervenors have also asserted that past property tax savings totaling as much
as approximately $70 million as of December 31, 1996, plus interest should be
returned to customers. Management believes that, under the CPUC's regulatory
framework, any property tax savings should be treated only as a component of
the calculation of shareable earnings not as an exogenous cost. In an Interim
Opinion issued in June 1995, the CPUC decided to defer a final decision on
this matter pending resolution of the criteria for exogenous cost treatment
under its regulatory framework. The criteria are being considered in a
separate proceeding initiated for rehearing of the CPUC's postretirement
benefits other than pensions decision discussed above. It is possible that
the CPUC could decide this issue in the near term, and that the decision could
have a material adverse effect on the Corporation.

CPUC Revenue Rebalancing Shortfall
- ----------------------------------

In September 1995, Pacific Bell filed with the CPUC for $214 million of
revenue increases. The request was to compensate Pacific Bell for the revenue
shortfall that resulted from the CPUC's price rebalancing plan that
accompanied the official introduction of toll services competition on
January 1, 1995. Revenue reductions due to lower prices were intended to be
offset by other price increases and by increased network usage generated by
the lower prices. Demand growth as a result of local toll price reductions
fell far short of the level anticipated by the CPUC. As a result, the revenue
neutrality intended by the CPUC was not achieved. On February 19, 1997, the
CPUC denied Pacific Bell's petition. Management is currently evaluating
whether to appeal the order.

SALE OF BELLCORE

In November 1996, the owners of Bell Communications Research ("Bellcore")
reached an agreement to sell the company to Science Applications International
Corp. Bellcore is a leading provider of communications software and
consulting services. It is owned by Pacific Bell and six of the telephone
regional holding companies formed at the divestiture of AT&T Corp. in 1984.
The sale is expected to be finalized by the end of 1997 after obtaining the
necessary regulatory approvals.

<PAGE>

Item 8. Financial Statements and Supplementary Data

REPORT OF MANAGEMENT

To the Shareowners of Pacific Telesis Group:

The management of Pacific Telesis Group is responsible for preparing the
accompanying financial statements and for their integrity and objectivity.
The statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis and management believes
they are not misstated due to material fraud or error. In instances where
exact measurement is not possible, the financial statements include amounts
based on management's best estimates and judgments. Management also prepared
the other information in this annual financial review and is responsible for
its accuracy and consistency with the financial statements.

The Corporation's financial statements have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose appointment has been ratified by the
shareowners. Management has made available to Coopers & Lybrand L.L.P. all
the Corporation's financial records and related data, as well as the minutes
of shareowners' and directors' meetings. Furthermore, management believes that
all of its representations made to Coopers & Lybrand L.L.P. during their audit
are valid and appropriate.

Management has established and maintains a system of internal control that
provides reasonable assurance as to the integrity and reliability of the
financial statements, the protection of assets from unauthorized use or
disposition, and the prevention and detection of fraudulent financial
reporting. The system of internal control provides for appropriate division
of responsibility and is documented by written policies and procedures that
are communicated to employees with significant roles in the financial
reporting process and are updated as necessary. Management continually
monitors the system of internal control for compliance, and maintains a strong
internal auditing program that independently assesses the effectiveness of the
internal controls and recommends improvements when necessary. In addition, as
part of their audit of the Corporation's financial statements, Coopers &
Lybrand L.L.P. have obtained a sufficient understanding of the internal
control structure to determine the nature, timing, and extent of audit tests
to be performed. Management has considered the internal auditors' and
Coopers & Lybrand L.L.P.'s recommendations concerning the Corporation's system
of internal control and has taken actions that it believes are cost-effective
under the circumstances to respond appropriately to these recommendations.
Management believes that the Corporation's system of internal control is
adequate to accomplish the objectives discussed.

Management also recognizes its responsibility to foster a strong ethical
climate that enables the Corporation to conduct its affairs according to the
highest standards of personal and corporate conduct. This responsibility is
characterized and reflected in the Corporation's code of corporate conduct,
which is publicized throughout the Corporation. The code of conduct
addresses, among other things: potential conflicts of interest; compliance
with domestic laws, including those relating to foreign transactions and
financial disclosure; and the confidentiality of proprietary information. The
Corporation maintains a systematic program to assess compliance with these
policies.

<PAGE>

The Audit Committee of the Board of Directors is responsible for overseeing
the Corporation's financial reporting process on behalf of the Board. In
fulfilling its responsibility, the Committee recommends to the Board, subject
to shareowner ratification, the selection of the Corporation's independent
accountants. During 1996, the Committee consisted of four members of the
Board who were neither officers nor employees of the Corporation. It meets
regularly with representatives of management, internal audit, and the
independent accountants to review internal accounting controls and accounting,
auditing, and financial reporting matters. During 1996, the Committee held
five meetings. The Corporation's internal auditors and independent
accountants periodically meet alone with the Committee to discuss the matters
previously noted and have direct access to it for private communication at any
time.

/s/ Philip J. Quigley
Chairman, President, and Chief Executive Officer

/s/ William E. Downing
Executive Vice President, Chief Financial Officer, and Treasurer

February 28, 1997

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareowners
of Pacific Telesis Group:

We have audited the consolidated financial statements and the financial
statement schedule of Pacific Telesis Group and Subsidiaries as listed in Item
14(a) of this Form 10-K. These financial statements and the financial
statement schedule are the responsibility of management. Our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Pacific Telesis
Group and Subsidiaries as of December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1996, in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.

As discussed in Note A to the Consolidated Financial Statements, Pacific Bell,
a subsidiary of Pacific Telesis Group, changed its method of recognizing
directory publishing revenues and related expenses effective January 1, 1996.
Also discussed in Note A, Pacific Bell discontinued its application of
Statement of Financial Accounting Standards No. 71 during 1995.

/s/ Coopers & Lybrand L.L.P.

San Francisco, California
February 27, 1997

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

For the Year Ended December 31
------------------------------
(Dollars in millions, except per share amounts) 1996 1995 1994
- --------------------------------------------------------------------------
OPERATING REVENUES
Local service................................ $ 4,034 $ 3,815 $ 3,455
Network access:
Interstate................................. 1,863 1,736 1,612
Intrastate................................. 724 711 734
Toll service................................. 1,295 1,232 2,006
Other service revenues....................... 1,672 1,548 1,428
-----------------------------
TOTAL OPERATING REVENUES..................... 9,588 9,042 9,235
- --------------------------------------------------------------------------
OPERATING EXPENSES
Cost of products and services................ 1,826 1,822 1,903
Customer operations and selling expenses..... 1,906 1,829 1,848
General, administrative, and other expenses.. 1,788 1,516 1,503
Depreciation and amortization................ 1,870 1,864 1,787
-----------------------------
TOTAL OPERATING EXPENSES..................... 7,390 7,031 7,041
- --------------------------------------------------------------------------
OPERATING INCOME............................. 2,198 2,011 2,194
Interest expense............................. 341 442 455
Other income(expense)-net.................... (59) 42 55
- --------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES........................ 1,798 1,611 1,794
Income taxes................................. 741 563 658
- --------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS............ 1,057 1,048 1,136
Income from spun-off operations, net of
income taxes of $29 (Notes A and B)........ - - 23
- --------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE..... 1,057 1,048 1,159
Extraordinary item, net of tax (Note C)...... - (3,360) -
Cumulative effect of accounting change, net
of tax (Note A)............................ 85 - -
-----------------------------
NET INCOME (LOSS)............................ $ 1,142 $(2,312) $ 1,159
==========================================================================

(Continued on next page)

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Continued)

For the Year Ended December 31
------------------------------
(Dollars in millions, except per share amounts) 1996 1995 1994
- --------------------------------------------------------------------------
Earnings (loss) per share:
Income from continuing operations.......... $ 2.47 $ 2.46 $ 2.68
Income from spun-off operations............ - - 0.05
-----------------------------
Income before extraordinary item and
cumulative effect of accounting change... 2.47 2.46 2.73
Extraordinary item......................... - (7.89) -
Cumulative effect of accounting change..... 0.20 - -
-----------------------------
Net income (loss).......................... $ 2.67 $ (5.43) $ 2.73
==========================================================================
Dividends per share.......................... $ 1.49 $ 2.18 $ 2.18
Average shares outstanding (thousands)....... 428,388 425,996 423,969
==========================================================================
The accompanying Notes are an integral part of the Consolidated Financial
Statements.

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31
-------------------------
(Dollars in millions, except per share amounts) 1996 1995
- ---------------------------------------------------------------------------
ASSETS
Cash and cash equivalents........................ $ 72 $ 76
Accounts receivable - net of allowances
for uncollectibles of $163 and $132............ 1,982 1,505
Prepaid expenses and other current assets........ 593 1,002
-------------------------
Total current assets............................. 2,647 2,583
-------------------------
Property, plant, and equipment - at cost......... 29,032 27,222
Less: accumulated depreciation................ (16,959) (15,837)
-------------------------
Property, plant, and equipment - net............. 12,073 11,385
-------------------------
Other noncurrent and intangible assets........... 1,888 1,873
-------------------------
TOTAL ASSETS..................................... $16,608 $15,841
===========================================================================
LIABILITIES AND SHAREOWNERS' EQUITY
Accounts payable and accrued liabilities......... $ 2,187 $ 2,203
Debt maturing within one year.................... 613 1,530
Other current liabilities........................ 727 908
-------------------------
Total current liabilities........................ 3,527 4,641
-------------------------
Long-term obligations............................ 5,424 4,737
-------------------------
Other noncurrent liabilities and
deferred credits............................... 3,884 4,273
-------------------------

(Continued on next page)

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)

Commitments and contingencies (Notes J and O)

Corporation-obligated mandatorily redeemable
preferred securities of subsidiary trusts*
(Note K)....................................... 1,000 -
-------------------------
Common stock ($0.10 par value; 432,827,595
shares issued; 428,312,698 and 428,434,672
shares outstanding)............................ 43 43
Additional paid-in capital....................... 3,501 3,498
Accumulated deficit.............................. (479) (982)
Treasury stock, at cost (4,514,897 and 4,392,923
shares)........................................ (131) (127)
Deferred compensation - LESOP trust.............. (161) (242)
-------------------------
Total shareowners' equity........................ 2,773 2,190
-------------------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY........ $16,608 $15,841
===========================================================================
* The trusts contain assets of $1,030 million in principal amount
of the Subordinated Debentures of Pacific Telesis Group.

The accompanying Notes are an integral part of the Consolidated Financial
Statements.

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY

For the Year Ended December 31
------------------------------
(Dollars in millions, except per share amounts) 1996 1995 1994
- ---------------------------------------------------------------------------
COMMON STOCK
Balance at beginning of year................. $ 43 $ 43 $ 43
-----------------------------
Balance at end of year....................... 43 43 43
- ---------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year................. 3,498 3,493 6,372
Spin-off stock distribution (Note B)......... - - (2,901)
Issuance of shares........................... - - 22
Acquisition of wireless cable
company (Note M)........................... - (9) -
Other changes................................ 3 14 -
-----------------------------
Balance at end of year....................... 3,501 3,498 3,493
- ---------------------------------------------------------------------------
(ACCUMULATED DEFICIT) REINVESTED EARNINGS
Balance at beginning of year................. (982) 2,257 2,040
Net income (loss)............................ 1,142 (2,312) 1,159
Dividends declared ($1.49 per share in 1996;
$2.18 per share in 1995 and 1994) (Note O). (638) (929) (924)
Other changes................................ (1) 2 (18)
-----------------------------
Balance at end of year....................... (479) (982) 2,257
- ---------------------------------------------------------------------------
TREASURY STOCK, AT COST
Balance at beginning of year................. (127) (254) (283)
Issuance of shares........................... - - 29
Acquisition of wireless cable
company (Note M)........................... (3) 127 -
Reacquisition of shares....................... (1) - -
-----------------------------
Balance at end of year....................... (131) (127) (254)
- ---------------------------------------------------------------------------
DEFERRED COMPENSATION
Balance at beginning of year................. (242) (306) (386)
Cost of LESOP trust shares allocated
to employee accounts (Note M).............. 81 64 80
-----------------------------
Balance at end of year....................... (161) (242) (306)
- ---------------------------------------------------------------------------
TOTAL SHAREOWNERS' EQUITY.................... $2,773 $2,190 $5,233
===========================================================================

(Continued on next page)

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
(Continued)

For the Year Ended December 31
------------------------------
(Shares in millions) 1996 1995 1994
- ---------------------------------------------------------------------------

===========================================================================
COMMON SHARES AUTHORIZED AT DECEMBER 31...... 1,100 1,100 1,100
===========================================================================
COMMON SHARES OUTSTANDING
Balance at beginning of year................. 428 424 423
Treasury shares reissued..................... - 4 1
-----------------------------
Balance at end of year....................... 428 428 424
===========================================================================
PREFERRED SHARES AUTHORIZED AT DECEMBER 31... 50 50 50
===========================================================================
The accompanying Notes are an integral part of the Consolidated Financial
Statements.

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31
------------------------------
(Dollars in millions) 1996 1995 1994
- ---------------------------------------------------------------------------
CASH FROM (USED FOR) OPERATING ACTIVITIES
Net income (loss)............................... $ 1,142 $(2,312) $ 1,159
Adjustments to reconcile net income (loss)
to cash from operating activities:
(Income) from spun-off operations............. - - (23)
Extraordinary item............................ - 3,360 -
Cumulative effect of accounting change........ (85) - -
Depreciation and amortization................. 1,870 1,864 1,787
Changes in deferred income taxes.............. 363 94 44
Amortization of investment tax credits........ (49) (53) (63)
Changes in operating assets and liabilities:
Accounts receivable......................... (156) 55 (17)
Prepaid expenses and other current assets... (66) (60) (17)
Other noncurrent and intangible assets...... (95) (34) (4)
Accounts payable and accrued liabilities.... 4 297 195
Other current liabilities................... (84) (33) 1
Noncurrent liabilities and deferred credits. (335) (481) (85)
Other adjustments, net........................ 83 72 (30)
---------------------------
Cash from continuing operations................. 2,592 2,769 2,947
Cash from spun-off operations................... - - 18
---------------------------
Cash from operating activities.................. 2,592 2,769 2,965
- ---------------------------------------------------------------------------
CASH FROM (USED FOR) INVESTING ACTIVITIES
Additions to property, plant, and equipment..... (2,454) (2,002) (1,631)
Investment in PCS licenses...................... (95) (674) -
Proceeds from disposals of assets of real
estate subsidiary............................. 12 13 129
Net investment in spun-off operations (Note L).. - - 33
Other investing activities, net................. (111) (11) (33)
---------------------------
Cash used by continuing operations.............. (2,648) (2,674) (1,502)
Cash used by spun-off operations................ - - (332)
---------------------------
Cash used for investing activities.............. (2,648) (2,674) (1,834)
- ---------------------------------------------------------------------------

(Continued on next page)

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)

For the Year Ended December 31
------------------------------
(Dollars in millions) 1996 1995 1994
- ---------------------------------------------------------------------------
CASH FROM (USED FOR) FINANCING ACTIVITIES
Proceeds from issuance of common
and treasury shares........................... 111 74 140
Proceeds from issuance of long-term debt........ 495 - 10
Retirements of long-term debt................... (15) (814) (12)
Proceeds from issuance of trust originated
preferred securities.......................... 1,000 - -
Proceeds from sale and leaseback transactions... 285 - -
Dividends paid.................................. (736) (927) (907)
Increase (decrease) in short-term borrowings
with original maturities of 90 days
or less, net.................................. (982) 1,509 (588)
Other financing activities, net................. (106) 4 (22)
---------------------------
Cash from (used by) continuing operations....... 52 (154) (1,379)
Cash from spun-off operations................... - - 39
---------------------------
Cash from (used for) financing activities....... 52 (154) (1,340)
- ---------------------------------------------------------------------------
Net cash used for all activities................ (4) (59) (209)
Less spun-off operations........................ - - (275)
---------------------------
Increase (decrease) in cash and
cash equivalents.............................. (4) (59) 66
Cash and cash equivalents at January 1.......... 76 135 69
---------------------------
Cash and cash equivalents at December 31........ $ 72 $ 76 $ 135
===========================================================================
The accompanying Notes are an integral part of the Consolidated Financial
Statements.

<PAGE>

PACIFIC TELESIS GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Consolidated Financial Statements include the accounts of Pacific Telesis
Group (the "Corporation") and its wholly and majority-owned subsidiaries. The
Corporation includes a holding company, Pacific Telesis, and its telephone
subsidiaries: Nevada Bell and Pacific Bell (which when used herein includes
its subsidiaries, Pacific Bell Directory, Pacific Bell Information Services,
Pacific Bell Mobile Services, Pacific Bell Internet Services, Pacific Bell
Network Integration, and others) hereinafter referred to as the Telephone
Companies. Other Pacific Telesis subsidiaries include Pacific Telesis
Enterprises, Pacific Bell Communications, and several other subsidiaries that
provide video, communications, and other services. All significant
intercompany balances and transactions have been eliminated. Investments in
partnerships, joint ventures, and less than majority-owned subsidiaries are
principally accounted for under the equity method. The consolidated financial
statements reflect reclassifications made to conform with the current year
presentation. These reclassifications did not affect net income or
shareowners' equity.

The Corporation's principal business, communications and information services,
accounts for substantially all of its revenues. The Telephone Companies
provide local exchange services, network access, local toll services,
directory advertising, Internet access, and selected information services in
California and Nevada.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Regulatory Accounting

Effective third quarter 1995, for external financial reporting purposes,
Pacific Bell discontinued the application of Statement of Financial
Accounting Standards No. ("SFAS") 71, "Accounting for the Effects of Certain
Types of Regulation," an accounting standard for entities subject to
traditional regulation. (See Note C - "Discontinuance of Regulatory Accounting
- - SFAS 71" on page 64.) Nevada Bell continues to apply SFAS 71 accounting but
is evaluating its continued applicability. If Nevada Bell were to discontinue
application of SFAS 71 it would not have a material effect on the
Corporation's financial statements.

<PAGE>

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Spun-off Operations

The Corporation's previous interests in the operating results and net assets
of wireless operations that were spun off effective April 1, 1994 are reported
separately as spun-off operations. (See Note B - "Spun-off Operations" on
page 63.) These operations are excluded from amounts reported for the
Corporation's revenues, expenses, assets, and liabilities that reflect
"continuing operations." Amounts presented for spun-off operations have been
prepared solely for the purpose of reporting Pacific Telesis Group results.

Property, Plant, and Equipment

Property, plant, and equipment (which consists primarily of telecommunications
plant dedicated to providing telecommunications services) is carried at cost.
The cost of self-constructed plant includes employee wages and benefits,
materials, capitalized interest during the construction period, and other
costs. Capital leases are recorded at the present value of future minimum
lease payments. Expenditures in excess of $500 that increase the capacity,
operating efficiency, or useful life of an individual asset are capitalized.
Expenditures for maintenance and repairs are charged to expense.

No gain or loss is recognized on the disposition of depreciable
telecommunications plant. At the time of retirement of telecommunication
property, plant, and equipment, the original cost of the plant retired plus
cost of removal is charged to accumulated depreciation. Accumulated
depreciation is credited with salvage value or insurance recovery, if any.

Depreciation expense is computed using the straight-line method based on
management's estimate of economic lives for various categories of property,
plant, and equipment.

The Telephone Companies continue to invest heavily in improvements to their
core telecommunications networks. The Corporation has also made significant
investments in Personal Communications Services ("PCS"), Internet access,
wireless video and long distance. These technologies are subject to
technological risks and rapid market changes due to new products and services
and changing customer demand. These changes may result in changes to the
estimated economic lives or net realizable value of these assets.

The Corporation carries catastrophic insurance coverage with large deductibles
on its telecommunications switching and building assets, and is self-insured
for its outside telecommunications plant.

<PAGE>

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Intangible Assets and Capitalized Interest

Included in other noncurrent and intangible assets is $696 million
representing the amounts paid for two PCS licenses recorded at cost. In
addition, interest and other costs related to these licenses are being
capitalized during construction. These costs will be amortized over 40 years.

Cash and Cash Equivalents

Cash equivalents include all highly liquid monetary instruments with
maturities of ninety days or less from the date of purchase. In its cash
management practices, the Corporation maintains zero-balance disbursement
accounts for which funds are made available as checks are presented for
clearance. Checks outstanding are included in accounts payable.

Income Taxes

Deferred income taxes are provided to reflect the tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for tax purposes.

Investment tax credits earned prior to their repeal by the Tax Reform Act of
1986 are amortized as reductions in tax expense over the lives of the assets
which gave rise to the credits.

Advertising Costs

Costs for advertising products and services or corporate image are expensed as
incurred.

Earnings Per Share

Earnings (loss) per share calculations are based on the weighted average
number of common shares outstanding, including those shares held by a
leveraged employee stock ownership trust.

Computer Software Costs

The costs of computer software purchased or developed for internal use are
expensed as incurred. However, initial operating system software costs are
capitalized and amortized over the lives of the associated hardware.

<PAGE>

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Change in Accounting for Postretirement and Postemployment Costs

Effective January 1, 1993, the Corporation adopted SFAS 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions," and SFAS 112,
"Employers' Accounting for Postemployment Benefits." (See also Note G -
"Other Postretirement and Postemployment Benefits" on page 73.) The
cumulative after-tax effects of applying the new rules to prior years were
recognized by one-time charges applicable to continuing operations totaling
$1.724 billion. The charges were net of deferred income tax benefits of
$1.155 billion and reduced earnings applicable to continuing operations for
1993 by $4.16 per share. The annual periodic expense under SFAS 112 does not
differ materially from expense under the prior method. (See "Revenues Subject
to Refund" in Note O on page 88.)

Change in Estimates

In 1996, management amended the salaried pension plan, which changed from a
final pay plan to a cash balance plan. As a result of the approval of this
plan amendment, the Corporation updated its actuarial assumptions to reflect
changes in market interest rates and recent actuarial experience. (See Note F
- - "Employee Retirement Plans" on page 69 and Note G - "Other Postretirement
and Postemployment Benefits" on page 73.)

Stock-Based Compensation

Effective January 1, 1996, the Corporation adopted the disclosure requirements
of SFAS 123, "Accounting for Stock-Based Compensation." The Corporation
continues to recognize compensation in accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees." (See Note H
- - "Stock Options and Stock Appreciation Rights" on page 76.)

Cumulative Effect of Accounting Change

Effective January 1, 1996, Pacific Bell Directory ("Directory"), a wholly-
owned subsidiary of Pacific Bell, changed its method of recognizing directory
publishing revenues and related expenses. Directory previously recognized
revenues and expenses related to publishing using the "amortized" method,
under which revenues and expenses were recognized over the lives of the
directories, generally one year. Under the new "issue basis" method, revenues
and expenses will be recognized when the directories are issued.

Management believes this change to the issue basis method is preferable
because it is the method generally followed in the publishing industry and
better reflects the operating activity of the business.

<PAGE>

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

The cumulative after-tax effect of applying the new method to prior years is
recognized as of January 1, 1996 as a one-time, non-cash gain applicable to
continuing operations of $85 million, or $0.20 per share. The gain is net of
deferred taxes of $58 million.

The effect of applying the new method for the twelve months ended December 31,
1996 is a non-cash gain included in income before extraordinary item and
cumulative effect of accounting change of $3 million. The total effect of the
change is a non-cash gain included in net income of $88 million.

Pro forma results, assuming the issue basis method had been applied during
prior periods, are as follows:

For the Year Ended December 31
--------------------------------
(Dollars in millions, except per
share amounts) 1996 1995 1994
- ----------------------------------------------------------------------
Pro Forma (Unaudited)
- ---------------------
Income before extraordinary item $1,057 $1,061 $1,145
Earnings per share $2.47 $2.49 $2.70
Net income (loss) $1,057 $(2,299) $1,145
Earnings (loss) per share $2.47 $(5.40) $2.70

As Reported
- -----------
Income before extraordinary item $1,057 $1,048 $1,159
Earnings per share $2.47 $2.46 $2.73
Net income (loss) $1,142 $(2,312) $1,159
Earnings (loss) per share $2.67 $(5.43) $2.73

B. SPUN-OFF OPERATIONS

Effective April 1, 1994, the Corporation spun off to shareowners its domestic
and international cellular, paging, and other wireless operations in a one-
for-one stock distribution of its 86 percent interest in AirTouch
Communications, Inc. ("spun-off operations"). The stock distribution was
recorded as a stock dividend from paid-in capital at the carrying amount of
the net assets of spun-off operations. As a result, the Corporation's total
assets and shareowners' equity were each reduced by $2.9 billion in 1994. The
stock distribution itself was a non-cash transaction, which did not affect the
Corporation's cash flow statement.

<PAGE>

B. SPUN-OFF OPERATIONS (Cont'd)

Under a separation agreement, any unrecorded non-tax contingent liabilities
that become certain after the spin-off date will be allocated based on origin
of the claim, and acts by, or benefits to, the Corporation or the spun-off
operations. In addition, the Corporation's responsibilities have been
terminated in connection with any future obligations under the spun-off
operations' joint venture agreement with Cellular Communications, Inc., and
under various financial instrument contracts.

The Corporation's previous interests in the net revenues and expenses of the
spun-off operations prior to April 1, 1994, are classified separately as
income from spun-off operations in the income statement.

The components of income are summarized below:

(Dollars in millions) 1994
---------------------------------------------------------------------
Operating revenues...................................... $259
Operating expenses...................................... 225
-------
Operating income........................................ 34
Other income/(expense)- net............................. 22
-------
Income before income taxes.............................. 56
Income taxes............................................ 29
-------
Income before minority interest......................... 27
Minority interest of other shareowners.................. (4)
-------
Income from spun-off operations*........................ $ 23
======================================================================
* See "Spun-off Operations" in Note A - on page 60. Amounts reflect
operations through March 31, 1994.

The Corporation's cash flow statement for 1994 includes separately the cash
flows of spun-off operations.

C. DISCONTINUANCE OF REGULATORY ACCOUNTING - SFAS 71

Effective third quarter 1995, for external financial reporting purposes,
Pacific Bell discontinued the application of SFAS 71, "Accounting for the
Effects of Certain Types of Regulation," an accounting standard for entities
subject to traditional regulation. As a result, during 1995 the Corporation
recorded a non-cash, extraordinary, after-tax charge of $3.4 billion, or $7.89
per share, net of a deferred income tax benefit of $2.4 billion. The charge
includes a write-down of net telephone plant and the elimination of net
regulatory assets as summarized in the following table.

<PAGE>

C. DISCONTINUANCE OF REGULATORY ACCOUNTING - SFAS 71 (Cont'd)

(Dollars in millions) Pre-Tax After-Tax
- ----------------------------------------------------------------------
Increase in telephone plant and equipment
accumulated depreciation..................... $4,819 $2,842
Elimination of net regulatory assets........... 962 518

------------------
Total.......................................... $5,781 $3,360
======================================================================

Pacific Bell historically accounted for the economic effects of regulation in
accordance with the provisions of SFAS 71. Under SFAS 71, Pacific Bell
depreciated telephone plant using lives prescribed by regulators and, as a
result of actions of regulators, deferred recognizing certain costs, or
recognized certain liabilities (referred to as "regulatory assets" and
"regulatory liabilities").

Effective third quarter 1995, management determined that, for external
financial reporting purposes, it was no longer appropriate for Pacific Bell to
use the special SFAS 71 accounting rules for entities subject to traditional
regulation. Management's decision to change to the general accounting rules
used by competitive enterprises was based upon an assessment of the emerging
competitive environment in California. Pacific Bell's prices for its products
and services are being driven increasingly by market forces instead of
regulation. Nevada Bell continues to apply SFAS 71 accounting but is
evaluating its continued applicability. If Nevada Bell were to discontinue
application of SFAS 71 it would not have a material effect on the
Corporation's financial statements.

In 1995, the $4.8 billion increase in Pacific Bell's accumulated depreciation
for its telephone plant reflects the adoption of new, shorter depreciation
lives. The estimated useful lives historically prescribed by regulators did
not keep up with the rapid pace of technology. Pacific Bell's previous and new
asset lives are compared in the following table.

Asset Lives (in years) Old New
- ------------------------------------------------------------------------
Copper cable...................................... 19-26 14
Digital switches.................................. 16.5 10
Digital circuits.................................. 9.6-11.5 8
Fiber optic cable................................. 28-30 20
Conduit........................................... 59 50
- ------------------------------------------------------------------------

The discontinuance of SFAS 71 for external financial reporting purposes in
1995 by Pacific Bell also required the elimination of net regulatory assets
totaling $962 million. Regulators sometimes include costs in allowable costs
for ratemaking purposes in a period other than the period in which those costs
would be charged to expense under general accounting rules. The accounting
for these timing differences created regulatory assets and regulatory
liabilities on Pacific Bell's balance sheet.

<PAGE>

C. DISCONTINUANCE OF REGULATORY ACCOUNTING - SFAS 71 (Cont'd)

Significant changes occurred in the Corporation's balance sheet in 1995 as a
result of the discontinuance of SFAS 71. Details of Pacific Bell's net
regulatory assets that have been eliminated are displayed in the following
table.

(Dollars in millions)
- ------------------------------------------------------------------------
Regulatory assets/(liabilities) due to:
Deferred pension costs*...................................... $460
Unamortized debt redemption costs**.......................... 337
Deferred compensated absence costs*.......................... 206
Unamortized purchases of property, plant, and
equipment under $500....................................... 82
Deferred income taxes***..................................... (159)
Other........................................................ 36
------
Total........................................................ $962
========================================================================
* Previously included primarily in "Other noncurrent and intangible assets"
in the Corporation's balance sheets.
** Previously included in "Long-term obligations."
*** Previously included in "Other current liabilities" and "Other noncurrent
liabilities and deferred credits."

Due to the discontinued application of SFAS 71 in 1995, pension costs for both
intrastate and interstate operations are now determined under SFAS 87,
"Employers' Accounting for Pensions," and SFAS 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits." Capitalized interest cost is reported as a cost of
telephone plant and equipment and as a reduction in interest expense, as
required by SFAS 34, "Capitalization of Interest Cost." Prior to the
discontinuance of SFAS 71, Pacific Bell recorded an allowance for funds used
during construction, which included both interest and equity return
components, as a cost of plant and as an item in miscellaneous income.
Pacific Bell's accounting and reporting for regulatory purposes are not
affected by the discontinued application of SFAS 71 for external financial
reporting purposes.

D. RESTRUCTURING CHARGES AND OTHER RESERVES

In 1991, a $203 million reserve was established for the cost of management
force reduction programs through 1994. A balance of $77 million remained at
the end of 1993. An additional $1,020 million reserve was established in
December 1993 to record the incremental cost of force reductions associated
with restructuring Pacific Bell's business processes through 1997. This
reserve is to cover the incremental severance costs associated with
terminating more than 14,000 employees from 1994 through 1997. It is also to
cover the incremental costs of consolidating and streamlining operations and
facilities to support this downsizing initiative. The remaining reserve
balance as of December 31, 1996 and 1995, was $97 and $228 million,
respectively.

<PAGE>

D. RESTRUCTURING CHARGES AND OTHER RESERVES (Cont'd)

During 1993, management completed a reevaluation of investment alternatives
relating to its 1990 decision to dispose of its real estate subsidiary's
assets. Based on this reevaluation, the Corporation recorded an additional
restructuring reserve of $347 million to cover future losses on sales and
estimated operating losses. In December 1994, the Corporation's real estate
subsidiary sold substantially all of its assets for approximately $160
million. Charges to the reserve in 1994 totaled $287 million, $248 million
for losses on sale of its assets and $39 million for operating losses. Net
charges both in 1996 and 1995 were $19 million. Other reserves were recorded
in 1993, 1992, and 1990 related to the spun-off operations and the withdrawal
from, or restructuring of, the Corporation's cable and customer premises
equipment businesses. During 1996 the Corporation established a reserve of $43
million to reflect the restructuring of portions of its video-related
businesses. Management believes the $116 million balance in these reserves as
of December 31, 1996, is adequate.

E. INCOME TAXES

The components of income tax expense applicable to continuing operations each
year are as follows:

(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------
Current:
Federal........................................ $302 $408 $480
State and local income taxes................... 80 115 142
--------------------
Total current..................................... 382 523 622

Deferred:
Federal........................................ 304 64 77
State and local income taxes................... 103 29 22
--------------------
Total deferred ................................... 407 93 99

Amortization of investment tax credits - net...... (48) (53) (63)
--------------------
Total income taxes................................$741 $563 $658

===========================================================================

<PAGE>

E. INCOME TAXES (Cont'd)

Significant components of the Corporation's deferred tax assets and
liabilities are as follows:
December 31
---------------------
(Dollars in millions) 1996 1995
----------------------------------------------------------------------
Deferred tax assets/(liabilities) - due to:
Depreciation and amortization................. $(1,072) $(1,013)
Postretirement and postemployment benefits.... 1,007 1,042
Restructuring reserves........................ 38 116
Customer rate reductions...................... 113 133
Other, net.................................... 437 666
-------------------
Net deferred tax assets* ....................... $ 523 $ 944
=====================================================================
* Reflects reclassification of certain current and noncurrent amounts by
federal and state tax jurisdiction to a net presentation. Amounts
include both current and noncurrent portions. (See Note Q -
"Additional Financial Information" on page 91 for current portion of
deferred tax assets.)

In 1996 the State of California reduced the corporate tax rate from 9.3
percent to 8.84 percent, effective for taxable years beginning on or after
January 1, 1997. In accordance with generally accepted accounting principles,
net deferred tax assets at December 31, 1996 were revalued to reflect the
lower tax rate. This revaluation increased state tax expense, net of federal
tax, and decreased net income $16 million, or $0.04 per share, in 1996.

An income tax expense related to the cumulative effect of the accounting
change in 1996 for the change in accounting for directory revenue and expenses
is $58 million. (See Note A - "Cumulative Effect of Accounting Change" on
page 62.)

An income tax benefit related to the extraordinary charge in 1995 for the
discontinued application of SFAS 71 for depreciated telephone plant is $2.0
billion and for regulatory assets and liabilities is $0.4 billion. (See Note
C - "Discontinuance of Regulatory Accounting - SFAS 71" on page 64.)

The reasons for differences each year between the Corporation's effective
income tax rate and applying the statutory federal income tax rate to income
from continuing operations before income taxes are provided in the following
reconciliation:

<PAGE>

E. INCOME TAXES (Cont'd)

1996 1995 1994
----------------------------------------------------------------------
Statutory federal income tax rate (%)....... 35.0 35.0 35.0
Increase/(decrease) in taxes resulting from:
Amortization of investment tax credits... (1.8) (3.3) (3.5)
Plant basis differences - net of
applicable depreciation................ - - 0.3
Interest during construction............. - (1.1) (0.6)
State income taxes - net of federal
income tax benefit..................... 6.6 5.8 5.9
Other.................................... 1.4 (1.5) (0.4)
----------------------
Effective income tax rate (%)............... 41.2 34.9 36.7

======================================================================

F. EMPLOYEE RETIREMENT PLANS

Defined Benefit Plans

The Corporation provides pension, death, and survivor benefits under defined
benefit pension plans that cover substantially all employees. Benefits of the
Pacific Telesis Group Pension Plan (for non-salaried employees) are based on a
flat dollar amount and vary according to job classification, age, and years of
service. Benefits of the Pacific Telesis Group Pension Plan for Salaried
Employees accrue in a separate account balance based on a fixed percentage of
each employee's monthly salary with interest.

The Corporation is responsible for contributing enough to the pension plans,
while the employee is still working, to ensure that adequate funds are
available to provide the benefit payments upon the employee's retirement.
These contributions are made to an irrevocable trust fund in amounts
determined using the aggregate cost actuarial method, one of the actuarial
methods specified by the Employee Retirement Income Security Act of 1974
("ERISA"), subject to ERISA and Internal Revenue Code limitations.

<PAGE>

F. EMPLOYEE RETIREMENT PLANS (Cont'd)

The Corporation reports pension costs and related obligations under the
provisions of SFAS 87 and SFAS 88. However, prior to discontinuing
application of SFAS 71 during 1995, Pacific Bell recognized pension costs
consistent with the methods adopted for ratemaking. Nevada Bell continues to
follow the accounting method prescribed by the Public Service Commission of
Nevada. Pension costs recognized by Pacific Bell under SFAS 71 reflected a
California Public Utilities Commission ("CPUC") order requiring the continued
use of the aggregate cost method for intrastate operations and an Federal
Communications Commission ("FCC") requirement to use SFAS 87 and SFAS 88 for
interstate operations. (See Note C - "Discontinuance of Regulatory Accounting
- - SFAS 71" on page 64.)

Annual pension cost each year consisted of the following components:

(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------
Service cost - benefits earned during year......
$ 116 $ 149 $ 198
Interest cost on projected benefit obligations.. 620 678 681
Actual return on assets.........................(1,710)(2,215) (173)
Net amortization and deferral of items subject
to delayed recognition*....................... 807 1,477 (601)
--------------------
Net periodic pension cost under SFAS 87......... (167) 89 105
Adjustment to reflect differing regulatory
treatment**................................... - - (79)
--------------------
Pension cost (credit) recognized................$ (167) $ 89 $ 26
======================================================================
* Under SFAS 87, differences between actual returns and losses on
assets and assumed returns, which are based on an expected long-term
rate-of-return, are deferred and included with "unrecognized net
gain" (see table below). During 1994, actual returns were less than
assumed returns by $551 million. During 1996 and 1995, actual
returns exceeded assumed returns by $891 and $1,524 million,
respectively.

** See Note C - "Discontinuance of Regulatory Accounting - SFAS 71" on
page 64. Regulatory assets due to deferred pension costs were $407
as of December 31, 1994.

<PAGE>

F. EMPLOYEE RETIREMENT PLANS (Cont'd)

The following table sets forth the status of the plans' assets and obligations
and the amounts recognized in the Corporation's consolidated balance sheets:

December 31
--------------------
(Dollars in millions) 1996 1995
--------------------------------------------------------------------
Plan assets at estimated fair value............ $11,445 $11,490
Actuarial present value of projected benefit
obligations*................................. 7,674 10,111
--------------------
Plan assets in excess of projected benefit
obligations.................................. 3,771 1,379
Less items subject to delayed recognition:
Unrecognized net gain**...................... (4,328) (2,179)
Unrecognized transition amount***............ (368) (412)
Unrecognized prior service cost.............. 6 42
--------------------
Accrued pension cost liability recognized in
the consolidated balance sheets.............. $ 919 $ 1,170
====================================================================
* The projected benefit obligation was increased $202 and $407 million
at December 31, 1996 and 1995, respectively, for the cost of force
reductions anticipated to take place in 1996 and 1997 and recognized
in the Corporation's financial statements under SFAS 88.

** Gains or losses from actual returns on assets different than assumed
returns, as well as from demographic experience different than
assumed and the effects of changes in other assumptions, are
recognized through amortization, over time, when the cumulative gains
or losses exceed certain limits.

*** A $1,078 million excess of the fair value of plan assets over
projected benefit obligations as of the January 1, 1987 adoption of
SFAS 87 is being recognized through amortization over approximately
18 years.

The assets of the plans are primarily composed of common stocks, U.S.
Government and corporate obligations, index funds, and real estate
investments. The plans' projected benefit obligations for employee service to
date reflect management's expectations of the effects of future salary
progression and benefit increases. As of December 31, 1996 and 1995, the
actuarial present values of the plans' accumulated benefit obligations, which
do not anticipate future salary increases, were $7,443 and $9,122 million,
respectively. Of these amounts, $6,904 and $7,997 million, respectively, were
vested.

<PAGE>

F. EMPLOYEE RETIREMENT PLANS (Cont'd)

Liabilities and expenses for employee benefits are based on actuarial
assumptions. The assumed discount rate used to measure the present value of
benefit obligations was 7.5 percent and 7.25 percent at December 31, 1996 and
1995, respectively. Due to the amendment of the salaried pension plan
discussed below, 1996 expense was calculated using a discount rate of 7.25
percent until March. The remainder of 1996 expense was calculated at 7.75
percent. The long-term rate-of-return on assets assumed in calculating
pension costs was 9.0 percent for 1996 and 8.0 percent for 1995 and 1994.
These actuarial assumptions are subject to change over time, which could have
a material impact on the Corporation's financial statements.

In March 1996, management amended the salaried pension plan from a final pay
plan to a cash balance plan effective July 1, 1996. As a result of this plan
amendment, in second quarter 1996 the Corporation updated its actuarial
assumptions to reflect changes in market interest rates and recent experience,
including a change in its assumption concerning future ad hoc increases in
pension benefits. Taken together, the change in plan design, discount rate,
assumed long-term rate-of-return and other assumptions increased net income by
approximately $151 million, or $0.35 per share, during 1996. An enhanced
transition benefit, based on frozen pay and service as of June 30, 1996, was
established to preserve benefits already accrued by salaried employees under
the final pay plan. Effective January 1, 1995, the salaried pension plan was
amended to cap net credited service for pension benefits at 30 years or, if
greater, the amount of the employee's service on January 1, 1995. Upon
adoption, this amendment affected approximately 800 employees.

During 1996, 1995 and 1994, special pension benefits and cash incentives were
offered in connection with Pacific Bell's restructuring and related force
reduction program. Effective October 1, 1995, pension benefit increases may
be offered to various groups of non-salaried employees under 1995 plan
amendments which increase benefits for specified groups who elect early
retirement under incentive programs. On March 28, 1994, Pacific Bell offered
a special pension benefit that removed any age discount from pensions for
management employees who were eligible to retire with a service pension on
that date. Also during 1994, pension benefit increases were offered to
various groups of non-salaried employees under 1992 plan amendments that
increase benefits for specified groups who elect early retirement under
incentive programs. Approximately 1,500, 1,900 and 3,400 employees left
Pacific Bell during 1996, 1995 and 1994, respectively, under early retirement
or voluntary and involuntary severance programs. Annual pension cost excludes
$(64), $219 and $62 million of additional pension costs charged to Pacific
Bell's restructuring reserve in 1996, 1995 and 1994, respectively.

<PAGE>

F. EMPLOYEE RETIREMENT PLANS (Cont'd)

The Corporation has entered into labor negotiations with union-represented
employees in the past and expects to do so in the future. Pension benefits
have been included in these negotiations, and improvements in benefits have
been made periodically. Additionally, the Corporation has increased benefits
to pensioners on an ad hoc basis. While no assurance can be offered with
respect to future increases, management's expectations for future benefit
increases, other than ad hoc increases, have been considered in determining
pension costs.

Defined Contribution Plans

The Corporation sponsors defined contribution retirement plans covering
substantially all employees. These plans include the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Salaried Employees, and the
Pacific Telesis Group Supplemental Retirement and Savings Plan for Nonsalaried
Employees (collectively, the "Savings Plans").

The Corporation's contributions to the Savings Plans are based on matching a
portion of employee contributions. All matching employer contributions to the
Savings Plans are made through a leveraged employee stock ownership plan
("LESOP") trust (see "Employee Stock Ownership Trust" in Note M on page 84).
Total contributions to these plans, including contributions allocated to
participant accounts through the LESOP trust, were $65, $66, and $66 million
in 1996, 1995, and 1994, respectively. These amounts exclude costs applicable
to spun-off operations.

G. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

Substantially all retirees and their dependents are covered under the
Corporation's plans for medical, dental, and life insurance benefits.
Approximately 44,000 retirees were eligible to receive benefits as of January
1, 1996. Currently, the Corporation pays the full cost of retiree health
benefits. However, by 1999, all employees retiring after 1990 will pay a
share of the costs of medical coverage that exceeds a defined dollar medical
cap. Such future cost sharing provisions have been reflected in determining
the Corporation's postretirement benefit costs. The Corporation retains the
right, subject to applicable legal requirements, to amend or terminate these
benefits.

<PAGE>

G. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS (Cont'd)

Effective January 1, 1993, the Corporation adopted SFAS 106 on an immediate-
recognition basis. The standard requires that the cost of retiree benefits be
recognized in the financial statements from an employee's date of hire until
the employee becomes eligible for these benefits. Previously, the Corporation
expensed retiree benefits as they were paid. Immediate recognition of the
value of prior benefits earned, (the "transition obligation") resulted in a
one-time, non-cash charge applicable to continuing operations of
$1.573 billion, or $3.80 per share. The charge is net of a deferred income
tax benefit of $1.054 billion, which will be recognized over the remaining
lives of the workforce.

The Corporation's periodic expense under SFAS 106 in 1996 and 1995, as
displayed in the table below, increased from $106 million in 1992 under the
prior method. Because the Telephone Companies' higher costs are being
partially recovered in revenues, the increased costs have not materially
affected reported earnings. (See "Change in Accounting for Postretirement and
Postemployment Costs" in Note A on page 62.) However, a CPUC order held that
related revenues collected after October 12, 1994, are subject to refund. (See
"Revenues Subject to Refund" in Note O on page 88.)

The components of net periodic postretirement benefit cost are as follows:

(Dollars in millions) 1996 1995
---------------------------------------------------------------------
Service cost........................................... $ 45 $ 50
Interest cost on accumulated postretirement
benefit obligation................................... 239 262
Actual return on plan assets........................... (187) (250)
Net amortization and deferral of items subject to
delayed recognition.................................. 70 176
--------------
Net periodic postretirement benefit cost............... $167 $238
=====================================================================

Both Pacific Bell and Nevada Bell partially fund their obligations by
contributing to Voluntary Employees' Beneficiary Association trusts. Plan
assets are invested primarily in domestic and international stocks and
domestic investment-grade bonds.

<PAGE>

G. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS (Cont'd)

In March 1996, in conjunction with a change in the pension plan assumptions,
management revised the assumed discount rate used to measure the accumulated
postretirement benefit obligation and remeasured plan assets. These changes
did not have a material effect on 1996 net income. In addition, in 1996 the
medical trend rate decreased to 6.0 percent, which increased net income by
approximately $18 million, or $0.04 per share, during 1996 in comparison to
1995.

The funded status of the plans follows:
December 31
----------------
(Dollars in millions) 1996 1995
----------------------------------------------------------------------
Accumulated postretirement benefit obligation:
Retirees............................................ $2,191 $2,311
Eligible active employees........................... 253 222
Other active employees.............................. 766 788
------------------
Total accumulated postretirement benefit obligation... 3,210 3,321
Less:
Fair value of plan assets........................... (1,542) (1,246)
Unrecognized net gain*.............................. 434 167
Unrecognized prior service cost..................... 37 39
------------------
Accrued postretirement benefit obligation recognized
in the consolidated balance sheets.................. $2,139 $2,281
======================================================================
* The unrecognized net gain is amortized over the expected future service
lives of approximately 16 years and reflects differences between
actuarial assumptions and actual experience. It also includes the
impact of changes in actuarial assumptions.

Liabilities and expenses for employee benefits are based on actuarial
assumptions. The assumed discount rate to measure the accumulated
postretirement benefit obligation was 7.50 percent and 7.25 percent at
December 31, 1996 and 1995, respectively. The 1996 expense was calculated at
7.25 percent until March. The remainder of 1996 expense was calculated at
7.75 percent. The 1996 accrued postretirement benefit obligation and the 1997
expense are based on an assumed annual increase in health care costs of 6.0
percent. Increasing the assumed health care cost trend rates by one percent
each year would increase the December 31, 1996 accumulated postretirement
benefit obligation by $412 million and would increase the combined service and
interest cost components of net periodic postretirement benefit cost for 1996
by $36 million. A 9.0 percent long-term rate-of-return on assets is assumed in
calculating postretirement benefit costs. These actuarial assumptions are
subject to change over time, which could have a material impact on the
Corporation's financial statements.

<PAGE>

G. OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS (Cont'd)

Effective January 1, 1993, the Corporation adopted SFAS 112 for accounting for
postemployment benefits, which required a change from cash to accrual
accounting. Postemployment benefits offered by the Corporation include
workers compensation, disability benefits, medical benefit continuation, and
severance pay. These benefits are paid to former or inactive employees who
terminate without retiring. A one-time, non-cash charge representing prior
benefits earned was recorded in 1993, which reduced earnings applicable to
continuing operations by $151 million, or $0.36 per share. The charge was net
of a deferred income tax benefit of $101 million. The annual periodic expense
under SFAS 112 does not differ materially from expense under the prior method.

H. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

Key employees of the Corporation have outstanding options and stock
appreciation rights ("SARs") that were granted under the Pacific
Telesis Group 1994 Stock Incentive Plan (the "Stock Plan") and a previous
plan (collectively, the "Plans"). The Stock Plan was approved by shareowners
effective January 1, 1994. The previous plan expired December 31, 1993. A
total of 21,000,000 shares of the Corporation's common stock was authorized by
the Board of Directors (the "Board") for grants of options, SARs, restricted
stock, and stock units under the Stock Plan. As of December 31, 1996, the
remaining shares authorized were 9,002,950, including 91,000 remaining shares
separately authorized for grant to nonemployee directors of the Board.

Options granted under the Plans were granted as nonqualified options or as
incentive stock options, and portions were granted in conjunction with SARs.
The original exercise price of each outstanding option and SAR was equal to
the fair market value of the Corporation's common stock on the date of grant.
The exercise prices of options and SARs outstanding at the time of the spin-
off (see Note B - "Spun-off Operations" on page 63) were adjusted as
described below. The exercise price of each option may be paid in cash or by
surrendering shares of common stock already owned by the holder, or with a
combination of cash and such shares. Options and associated SARs ordinarily
become exercisable at stated times beginning at least one year after the date
of grant. The term of any option or SAR cannot exceed ten years.

Options and SARs held by the continuing employees of the Corporation at the
time of the spin-off were supplemented with an equal number of options and
SARs for common shares of spun-off operations. The exercise prices for the
Corporation's outstanding options and SARs were adjusted downward to reflect
the value of the supplemental spun-off operations options and SARs. The
Corporation's balance sheet reflects a related liability equal to the
difference between the current market price of spun-off operations stock and
the exercise prices of the supplemental options outstanding. (See "Off-
Balance-Sheet Risk" in Note J on page 82.) As of December 31, 1996, 2,182,369
supplemental spun-off operations options and SARs were outstanding.
Expiration dates for the supplemental options and SARs range from 1997 to
2003.

<PAGE>

H. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (Cont'd)

Outstanding options and SARs of the Corporation that were held by employees of
the wireless operations at the spin-off date were replaced by options and SARs
for common shares of spun-off operations. The spun-off operations assumed
liability for these replacement options and SARs.

The Corporation applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for its plans. Accordingly, no compensation expense has been
recognized for its stock-based compensation plans other than for restricted
stock and SARs which totaled about $2 and $1 million for 1996 and 1995,
respectively.

Had compensation cost for the Corporation's stock option plans been determined
based upon the fair value at the grant date for awards under these plans
consistent with the optional expense measurement method described in SFAS 123,
"Accounting for Stock-Based Compensation," the Corporation's net income would
have been reduced by approximately $3 million for 1996 and $1 million for 1995
with no per share effect for either year. The pro forma effect on net income
for 1996 and 1995 is not representative of the pro forma effect on net income
in future years because it does not take into consideration pro forma
compensation expense related to grants made prior to 1995.

The weighted-average fair value, on the date of grant, of options granted
during 1996 and 1995 is estimated at $2.92 and $2.80, respectively. Fair
value is determined using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 1996 and 1995,
respectively: dividend yield of 7.9 and 7.2 percent, expected volatility of
23.4 and 17.0 percent, risk-free interest rate of 6.0 and 7.0 percent, and
expected lives of 5 years.

<PAGE>

H. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (Cont'd)

The following table summarizes option and SAR activity during 1996, 1995, and
1994:

Weighted Weighted Weighted
Average Average Average
Per Per Per
1996 Share* 1995 Share* 1994 Share*
--------- --------- -------- --------- --------- --------
Shares is-
suable under
outstanding
options and
SARs at
January 1 9,512,848 $29.97 10,742,408 $29.42 6,185,201 $24.11

Options and
SARs
granted 5,514,800 $27.40 363,700 $29.39 7,215,800 $31.98

Options and
SARs
exercised (1,459,477) $27.50 (1,057,347) $23.37 (1,255,080) $23.75

Options and
SARs canceled
or forfeited (429,050) $28.64 (535,913) $31.64 (9,520) $25.22

Options and
SARs replaced
for employees
of spun-off
operations - - - - (1,393,993) $24.26
----------- ----------- -----------
Shares is-
suable under
outstanding
options and
SARs at
December 31 13,139,121 $29.21 9,512,848 $29.97 10,742,408 $29.42
============================================================================
Options and
SARs exer-
cisable at
December 31 7,928,221* $30.41 5,773,723 $28.82 3,541,608 $ 24.21

* In accordance with the 1994 stock plan; should a change in ownership
control of Pacific Telesis Group occur, all 13,139,121 outstanding options
and SARs would become exercisable.

<PAGE>

H. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (Cont'd)

The following table summarizes information about options and SARs outstanding
at December 31, 1996:

Options and SARs Outstanding
--------------------------------------------------------------------
Range of Weighted Average Weighted Average
Exercise Number Remaining Exercise Price
Prices Outstanding Life Per Share*
-------------- ------------- ------------- ----------
$16.10 - 17.66 107,055 1.83 years $ 17.59
$25.53 - 33.87 13,032,066 7.71 years $ 29.30
-------------
$16.10 - 33.87 13,139,121 7.67 years $ 29.21

Options Exercisable
---------------------------------------------------

Range of Weighted Average
Exercise Number Exercise Price
Prices Exercisable Per Share*
-------------- ------------ ----------------
$16.10 - 17.66 107,055 $ 17.59
$25.53 - 33.87 7,821,166 $ 30.59
------------
$16.10 - 33.87 7,928,221 $ 30.41
===========================================================================
* Exercise prices per share were adjusted to reflect the spin-off of wireless
operations on April 1, 1994.

<PAGE>

I. DEBT AND LEASE OBLIGATIONS

Long-term obligations as of December 31, 1996 and 1995, consist of debentures
of $4,044 and $3,545 million, respectively, and corporate notes of $1,210 and
$1,279 million, respectively. Maturities and interest rates of long-term
obligations are summarized as follows:

December 31
---------------------
Maturities and Interest Rates 1996 1995
----------------------------------------------------------------------
(Dollars in millions)

1997 8.990% to 9.250% $ - $ 69
1999 4.625% 100 100
2000 4.625% 125 125
2001 8.700% 200 200
2002-2043 5.875% to 9.500% 4,829 4,330
-------------------
5,254 4,824
Long-term capital lease obligations 277 18
Unamortized discount - net of premium (107) (105)
-------------------
Total long-term obligations $5,424 $4,737
======================================================================

In February 1997, the CPUC approved Pacific Bell's application to issue up to
$1.75 billion of long- and intermediate-term debt and preferred securities.
The proceeds may be used to redeem maturing debt, to refinance other debt
issues and to finance construction expenditures or acquisition of property.
The CPUC's authorization is in effect until the full $1.75 billion has been
issued. Pacific Bell also has remaining authority from the Securities and
Exchange Commission ("SEC") to issue up to $150 million of long- and
intermediate-term debt through a shelf registration filed in April 1993. The
Corporation's PacTel Capital Resources subsidiary may issue up to $192 million
of medium-term notes through a shelf registration on file with the SEC.

During 1996, the Corporation entered into sale and leaseback arrangements to
finance equipment associated with the buildout of its PCS network. As of
December 31, 1996 the obligation remaining is $270 million. These leases are
classified as capital leases and the related assets are classified as
property, plant and equipment. (See "Off-Balance-Sheet Risk" in Note J on
page 82.)

<PAGE>

I. DEBT AND LEASE OBLIGATIONS (Cont'd)

As of December 31, 1996 and 1995, the weighted-average interest rate on total
short-term borrowings was 7.05 percent and 5.91 percent, respectively. Debt
maturing within one year in the balance sheets consists of short-term
borrowings and the portion of long-term obligations that matures within one
year as follows:
December 31
----------------
(Dollars in millions) 1996 1995
----------------------------------------------------------------------
Commercial paper................................... $530 $1,416
Notes payable to banks............................. - 95
----------------
Total short-term borrowings........................ 530 1,511
Current maturities of long-term obligations........ 83 19
----------------
Total debt maturing within one year................ $613 $1,530

===========================================================================

Lines of Credit

The Corporation has various uncommitted lines of credit with certain banks.
These arrangements do not require compensating balances or commitment fees
and, accordingly, are subject to continued review by the lending institutions.
As of December 31, 1996 and 1995, the total unused lines of credit available
were approximately $2.8 and $2.7 billion, respectively.

J. FINANCIAL INSTRUMENTS

The following table presents the estimated fair values of the Corporation's
financial instruments:

December 31, 1996 December 31, 1995
----------------- -----------------
Estimated Estimated
Carrying Fair Carrying Fair
(Dollars in millions) Amount Value Amount Value
----------------------------------------------------------------------
Cash and cash equivalents......... $ 72 $ 72 $ 76 $ 76
Debt maturing within one year..... 613 613 1,530 1,530
Deposit liabilities............... 269 269 358 358
Long-term debt.................... 5,147 5,157 4,719 5,021
Trust originated preferred
securities of mandatorily
redeemable preferred stock(Note K) 1,000 990 - -
======================================================================

<PAGE>

J. FINANCIAL INSTRUMENTS (Cont'd)

The following methods and assumptions were used to estimate the fair values of
each category of financial instrument:

The fair values of cash and cash equivalents, debt maturing within one year,
and deposit liabilities approximate their carrying amounts because of the
short-term maturities of these instruments.

The fair value of long-term debt issues and trust-originated preferred
securities was estimated based on the net present value of future expected
cash flows, which were discounted using current interest rates and current
market prices. The carrying amounts of long-term debt include the unamortized
net discount.

Off-Balance-Sheet Risk

The Corporation has entered into an equity swap contract to hedge exposure to
risk of market changes related to its recorded liability for outstanding
employee stock options for common stock of spun-off operations and associated
SARs. (See Note H - "Stock Options and Stock Appreciation Rights" on page 76.)
The Corporation plans to make open market purchases of the stock of spun-off
operations to satisfy its obligation for options that are exercised. Off-
balance-sheet risk exists to the extent the market price of the stock of spun-
off operations rises above the market price reflected in the liability's
current carrying value. The equity swap was entered into to hedge this
exposure and minimize the impact of market fluctuations. The contract
entitles the Corporation to receive settlement payments to the extent the
price of the common stock of spun-off operations rises above the notional
value of $23.74 per share, but imposes an obligation to make payments to the
extent the price declines below this level. The swap also obligates the
Corporation to make a monthly payment of a fee based on LIBOR. The total
notional amount of the contract, $60 million and $77 million as of December
31, 1996 and 1995 respectively, covers the approximate number of the options
and SARs outstanding of spun-off operations on that date. The Corporation
plans to periodically adjust downward the outstanding notional amount as the
options and SARs are exercised. The equity swap contract expires April 1999.

Both the equity swap and the Corporation's liability for the stock options and
SARs of spun-off operations are carried in the balance sheet at their market
values, which were immaterial as of December 31, 1996 and 1995. Gains and
losses from quarterly market adjustments of the carrying amounts substantially
offset in results of operations. As of December 31, 1996 and 1995, the
accounting loss that would be incurred from nonperformance by the counterparty
to the equity swap was $4 million and $14 million, respectively. However,
management does not expect to realize any loss from counterparty
nonperformance.

<PAGE>

J. FINANCIAL INSTRUMENTS (Cont'd)

In 1996, the Corporation has entered into sale and leaseback arrangements to
finance equipment associated with the buildout of its PCS network. As of
December 31, 1996, the amount outstanding under these capital leases was $270
million, $88 million of which will be repaid in Japanese yen. To hedge
exposure to foreign currency exchange fluctuations, the Corporation has
entered into foreign currency forward contracts to purchase yen in amounts
equal to the current yen lease obligations when they become due. The total
notional amount of the contracts, which cover both interest and principal
payments, is $137 million as of December 31, 1996 and they expire June 2004.
Both the forward contracts and the portion of the Corporation's lease
liability payable in yen are carried in the balance sheet at their market
values. Gains or losses due to foreign currency rate fluctuations on these
contracts and on the yen lease obligations offset each other in the income
statement. As of December 31, 1996, there was no accounting loss that would be
incurred from nonperformance by the counterparties to the forward contracts.
Management does not expect to realize any loss from counterparty
nonperformance under these contracts.

K. CORPORATION-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF
SUBSIDIARY TRUSTS

Pacific Telesis Financing I and II (the "Trusts") were formed for the
exclusive purpose of issuing preferred and common securities representing
undivided beneficial interests in the Trusts and investing the proceeds from
the sale of Trust Originated Preferred Securities ("TOPrS") in unsecured
subordinated debt securities of the Corporation. Under certain circumstances,
dividends on TOPrS could be deferred for up to a period of five years. TOPrS
are subject to a limited guarantee from the Corporation. The Corporation sold
$1 billion of TOPrS, $500 million at 7.56 percent in January 1996 through
Pacific Telesis Financing I and $500 million at 8.5 percent in June 1996
through Pacific Telesis Financing II. Both issues of TOPrS were priced at $25
per share, have an original 30-year maturity that may be extended up to 49
years and are callable five years after date of sale at par. The proceeds
were used to retire short-term indebtedness, primarily commercial paper.

As of December 31, 1996, Pacific Telesis Financing I and II contained
subordinated debt securities of the Corporation in principal amounts of $515.5
and $514.5 million, respectively, with interest rates of 7.56 and 8.5 percent,
respectively.

<PAGE>

L. RELATED PARTY TRANSACTIONS

Spun-off operations repaid previous intercompany borrowings, which represented
a net receivable balance of $33 million in 1994. (See Note B - "Spun-off
Operations" on page 63.)

The Corporation provided certain administrative services to spun-off
operations and charged for these services through 90 days following the April
1, 1994, spin-off date.

A separation agreement for the spin-off provided for complete separation of
all properties of the spun-off operations from the Corporation. The
Corporation's consolidated federal income tax return for 1994 included spun-
off operations through the spin-off date.

M. CAPITAL STOCK

Shareowners

As of January 31, 1997, the number of shareowners of record was 664,327.

Preferred Stock

The Corporation's Articles of Incorporation include a provision for the
issuance of up to 50,000,000 preferred shares (par value $0.10 per share) in
one or more series with full or limited voting powers or without voting
powers, and with such designations, preferences, and rights as the Board may
determine.

Treasury Stock

From time to time, the Corporation purchases shares of its common stock and
holds these shares as treasury stock. Treasury stock that is held may be
reissued later in connection with acquisitions, the Corporation's shareowner
dividend reinvestment and stock purchase plan ("DRISPP"), and employee benefit
plans.

During 1996, the Corporation reacquired 121,974 treasury shares primarily
related to adjustments to the 1995 acquisition of Cross Country Wireless Inc.
("CCW"). (See Note N - "Acquisition" on page 86.) During 1995, the
Corporation reissued 4,369,507 treasury shares, primarily in connection with
the acquisition of CCW. During 1994 the Corporation reissued 1,006,122
treasury shares for the DRISPP and employee benefit plans. As of December 31,
1996, 4,514,897 shares remained held as treasury stock pending their ultimate
disposition.

<PAGE>

M. CAPITAL STOCK (Cont'd)

Employee Stock Ownership Trust

All matching employer contributions to the Savings Plans are made through a
LESOP trust. (See "Defined Contribution Plans" in Note F on page 73.) During
1989, Bankers Trust Company, as trustee of the Pacific Telesis Group Employee
Stock Ownership Plan Trust, purchased 13,900,000 of the Corporation's treasury
shares at a price of $691,052,400 in exchange for a promissory note from the
trust to the Corporation. The note payable by the trust is not reflected as a
liability of the Corporation and the remaining cost of unallocated trust
shares is carried as a reduction of shareowners' equity (as "deferred
compensation"). Principal and interest on the note is paid from employer
contributions and dividends received by the trust.

The following table summarizes the Corporation's expense each year from the
allocation of shares held by the LESOP trust to the accounts of employees
participating in the Savings Plans:

(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------
Total compensation and interest expense recognized*... $57 $66 $60
Interest expense portion**............................ 15 23 19
Other information:
Employer contributions to trust..................... 99 60 77
Dividends received by trust......................... 33 44 35
======================================================================
* Determined using the shares-allocated accounting method and after
being reduced by dividends paid on shares held by the trust.

** The Corporation's LESOP interest expense is matched by an equal
amount of interest income earned on the promissory note from the
trust and reflected in miscellaneous income.

Shares held by the LESOP trust are released for allocation to the accounts of
employees as employer matching contributions are earned. The following table
summarizes the Corporation's shares held by the trust:
December 31
-------------------------
1996 1995
----------------------------------------------------------------------
Shares allocated to employee accounts....... 5,755,053 8,238,685
Shares committed to be allocated*........... 224,267 340,519
Shares unallocated.......................... 12,442,831 11,228,756
-------------------------
Total shares held by trust.................. 18,422,151 19,807,960
======================================================================

* Represents employer matching contributions earned by employees, but not
yet allocated to employee accounts.

<PAGE>

M. CAPITAL STOCK (Cont'd)

Statement of Position 93-6 ("SOP 93-6"), "Employers' Accounting for Employee
Stock Ownership Plans," issued by the American Institute of Certified Public
Accountants, established new accounting rules for new LESOP shares. As
allowed by specific provisions of SOP 93-6, the Corporation continues to
follow the prior rules in accounting for the LESOP trust.

Shareowner Rights Plan

During 1989, the Board adopted a shareowner rights plan to enhance its ability
to protect the shareowners' interests if the Corporation is faced with a
hostile acquisition proposal. Under the terms of the plan, shareowners of
record as of October 10, 1989, received one right for each share of the
Corporation's common stock held on that date. Initially, the rights are not
exercisable and trade automatically with the Corporation's common stock. If a
takeover attempt occurred that satisfied the tests described in the plan, each
right (except for rights held by the person or group making that takeover
attempt) would become the right to purchase common stock at one-half its then
market value (or, at the Board's discretion, could be exchanged for an
additional share of common stock). The rights do not have any voting rights,
may be redeemed under certain circumstances at $0.01 per right, and expire on
October 10, 1999.

N. ACQUISITION

In July 1995, the Corporation acquired 100 percent of the stock of CCW to
provide wireless television service in Southern California. The acquisition
was accounted for by the purchase method of accounting. The acquisition
included existing wireless cable operations with over 40,000 video customers
in Riverside, California and licenses and rights to provide wireless video
services in Los Angeles, Orange County, and San Diego. The transaction
involved the exchange of approximately $120 million of Pacific Telesis Group
treasury stock, or about 4.4 million shares, for the outstanding stock of CCW.
The Corporation also assumed approximately $55 million of CCW debt, which was
retired during the third quarter of 1995.

<PAGE>

O. COMMITMENTS AND CONTINGENCIES

Merger Agreement

The transaction is intended to be accounted for as a pooling of interests and
to be a tax-free reorganization. Adjustments typically associated with the
pooling of interests method are to conform accounting policies of the merged
entities. Management is unable to determine if these policy changes and other
merger-related adjustments will be material.

The merger is subject to certain conditions and regulatory approvals. On
January 31, 1997, the FCC approved the merger, and in November 1996, the U.S.
Department of Justice announced it had concluded that the merger does not
violate the antitrust laws and accordingly that it was closing its
investigation into the merger. In December 1996, the Public Service Commission
of Nevada ("PSCN") approved the merger with the stipulation that Nevada Bell
customers be paid the greater of $4 million or 2.0 percent of the amount, if
any, ordered by the CPUC to be paid to Pacific Bell customers. The payment to
Nevada Bell customers is conditioned on closing of the merger. In addition,
the California State Attorney General has told the CPUC that the merger will
not hurt competition in California and is consistent with emerging trends.

On September 30, 1996, the Office of Ratepayer Advocates ("ORA"), the consumer
interest branch of the CPUC, filed testimony in the CPUC merger proceeding
recommending a $2.1 billion rebate to customers payable over five years.
Management does not agree with the ORA's recommendation and believes no
customer rebate or payment should be required in connection with the merger.

On February 21, 1997, two California administrative law judges issued a
proposed decision approving the merger but with a number of conditions,
including payment of up to $750 million. Management does not agree with the
level of payment or the restrictive conditions and intends to work towards
their reduction or elimination. A proposed decision by the administrative law
judges is not binding. The CPUC is expected to review the full case and the
proposed decision and issue a final decision by March 31, 1997. Depending on
the final CPUC decision, the merger could close in early second quarter.

<PAGE>

O. COMMITMENTS AND CONTINGENCIES (Cont'd)

Purchase Commitments

As of December 31, 1996, Pacific Bell had purchase commitments of about $208
million remaining in connection with its previously announced program for
deploying an all digital switching platform with ISDN and SS-7 capabilities.

Purchase Options

In June 1990, Prime Cable of Chicago, Inc. ("Prime Cable") acquired certain
Chicago cable television properties from Group W. The Corporation, through
its PTCB subsidiary, holds options to purchase a 75 percent interest in Prime
Cable. TC Cable, Inc. ("TC Cable") now holds this interest. PacTel Capital
Funding, a wholly owned subsidiary of the Corporation, has guaranteed bank
financing used by TC Cable and its parent corporation to acquire this
interest. The guarantees cover initial loan amounts of $60 million as well as
interest accruing on the loans, which will be added to the outstanding loan
balances up to an aggregate of $136 million. In management's opinion, the
likelihood that the Corporation will be required to pay principal or interest
on this debt under these guarantees is remote.

Revenues Subject to Refund

In 1992, the CPUC issued a decision adopting, with modification, SFAS 106 for
regulatory accounting purposes. Annual price cap decisions by the CPUC
granted Pacific Bell approximately $100 million in each of the years 1993-
1997 for partial recovery of higher costs under SFAS 106. However, the CPUC
in October 1994 reopened the proceeding to determine the criteria for
exogenous cost treatment and whether Pacific Bell should continue to recover
these costs. The CPUC's order held that related revenues collected after
October 12, 1994, are subject to refund plus interest. It is possible that the
CPUC could decide this issue in the near term, and that the decision could
have a material adverse effect on Pacific Bell. Related revenues totaled
about $221 million at December 31, 1996. Management believes postretirement
benefits costs are appropriately recoverable in Pacific Bell's price cap
filings.

<PAGE>

O. COMMITMENTS AND CONTINGENCIES (Cont'd)

Property Tax Investigation

P. COMPETITIVE RISK

<PAGE>

P. COMPETITIVE RISK (Cont'd)

The characteristics of the California market make it attractive to new
competitors. Pacific Bell's business and residence revenues and profitability
are concentrated among a small portion of its customer base and geographic
areas. Competitors need only serve selected portions of Pacific Bell's
service area to compete for the majority of its business and residence usage
revenues. High-margin customers are clustered in high-density areas such as
Los Angeles and Orange County, the San Francisco Bay Area, San Diego, and
Sacramento. California is also attractive because it has one of the lowest
switched access rates in the country. By combining the low switched access
rates and discounted resale rates, competitors have the ability to price their
services below Pacific Bell's prices while maintaining high margins. Reselling
allows competitors to offer local services with little or no investment.

<PAGE>

P. COMPETITIVE RISK (Cont'd)

In Nevada, the PSCN issued a ruling opening the local exchange market to
competition. It includes requirements that the LECs allow interconnection,
unbundling, interim number portability and resale. Current PSCN proceedings
are addressing pricing, interconnection and other local competition issues.
At least two long distance carriers have requested resale of Nevada Bell
services, and two competitive access providers have entered the Northern
Nevada market, with the express intent of providing an alternative basic
business service to high-margin customers. Further, long distance carriers
can now transport toll calls both within and between service areas, and there
is evidence that such transport is increasing at a rapid rate. As in
California, Nevada Bell's market is attractive to new competitors. Competition
is expected to target the high-usage, high-profit customers. These customers
are geographically concentrated in the Reno/Sparks metropolitan area and
business parks.

Q. ADDITIONAL FINANCIAL INFORMATION
December 31
--------------------
(Dollars in millions) 1996 1995
----------------------------------------------------------------------
Prepaid expenses and other current assets:
Prepaid directory expenses.................. $ 50 $ 320
Miscellaneous prepaid expenses............... 47 38
Notes and other receivables.................. 127 101
Inventory and supplies....................... 35 58
Current deferred tax benefits................ 144 300
Deferred compensation trusts................. 172 152
Other........................................ 18 33
--------------------
Total.......................................... $ 593 $ 1,002
======================================================================
Property, plant, and equipment - net:
Land and buildings........................... $ 2,868 $ 2,758
Cable and conduit............................ 11,531 11,175
Central office equipment..................... 10,114 9,562
Furniture, equipment, and other.............. 3,135 2,917
Construction in progress..................... 1,384 810
--------------------
29,032 27,222
Less accumulated depreciation................ (16,959) (15,837)
--------------------
Total.......................................... $12,073 $11,385
======================================================================
Other noncurrent and intangible assets:
PCS licenses and costs....................... $ 826 $ 730
Other........................................ 1,062 1,143
--------------------
Total.......................................... $ 1,888 $ 1,873
======================================================================

<PAGE>

Q. ADDITIONAL FINANCIAL INFORMATION (Cont'd)
December 31
----------------
(Dollars in millions) 1996 1995
---------------------------------------------------------------------
Accounts payable and accrued liabilities:
Accounts payable:
Trade..................................... $ 791 $ 753
Payroll................................... 31 56
Checks outstanding........................ 411 302
Other:
Incentive awards payable................ 200 200
Other................................... 359 429
Interest accrued............................ 135 124
Advance billing and customers' deposits..... 260 339
------------------
Total......................................... $2,187 $2,203
=====================================================================
Other current liabilities:
Accrued compensated absences................ $ 268 $ 278
Dividends payable........................... 135 234
Restructuring and other reserves............ 213 311
Other....................................... 111 85
------------------
Total......................................... $ 727 $ 908
=====================================================================
Other noncurrent liabilities and deferred credits:
Unamortized investment tax credits.......... $ 243 $ 292
Accrued pension cost liability.............. 919 1,170
Restructuring and other reserves............ - 15
Accrued postretirement benefit obligation... 2,139 2,281
Other....................................... 583 515
------------------
Total......................................... $3,884 $4,273
=====================================================================

<PAGE>

Q. ADDITIONAL FINANCIAL INFORMATION (Cont'd)

For the Year Ended
December 31
-----------------------
(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------
Other service revenues:
Directory Advertising...................... $1,071 $1,031 $1,003
Other...................................... 601 517 425
-----------------------
Total........................................ $1,672 $1,548 $1,428
======================================================================
Interest expense:
Gross interest expense..................... $ 455 $ 480 $ 455
Less capitalized interest.................. (114) (38) -
-----------------------
Net interest expense......................... $ 341 $ 442 $ 455
======================================================================
Other income(expense) - net:
Interest income............................ $ 27 $ 62 $ 29
Dividends on preferred securities of
subsidiary trusts........................ (60) - -
Other...................................... (26) (20) 26
-----------------------
Total........................................ $ (59) $ 42 $ 55
======================================================================
Advertising expense.......................... $ 144 $ 97 $ 99
======================================================================
CASH PAYMENTS FOR:
Interest..................................... $ 439 $ 492 $ 442
Income taxes................................. $ 453 $ 530 $ 737
======================================================================
NON-CASH TRANSACTIONS:
Spin-off stock distribution.................. $ - $ - $2,901
Acquisition of CCW (Note N)
Treasury shares (reacquired)issued......... $ (3) $ 117 $ -
Debt assumed............................... $ - $ 55 $ -
Treasury shares reacquired................... $ ( 1) $ - $ -
======================================================================

Major Customer

Substantially all of the Corporation's operating revenues were from
telecommunications and information services. Approximately 7 percent, 9
percent, and 11 percent of these revenues were earned in 1996, 1995, and 1994,
respectively, for services provided to AT&T Corp. No other customer accounted
for more than 10 percent of revenues.

<PAGE>

-----------------------------------------------------------------------
QUARTERLY FINANCIAL DATA
(Unaudited)
(Dollars in millions, except per share amounts)
-----------------------------------------------
1996 First* Second* Third* Fourth**
------------------------------------------------------------------------
Operating revenues.................. $2,378 $2,405 $ 2,356 $2,449
Operating income.................... 623 618 521 436
Earnings:
Income before cumulative effect of
accounting change............... 316 291 259 191
Cumulative effect of accounting
change.......................... 85 - - -
-------------------------------
Net income ......................... $ 401 $ 291 $259 $ 191

Earnings per share:
Income before cumulative effect of
accounting change............... $ 0.74 $ 0.68 $ 0.60 $ 0.45
Cumulative effect of accounting
change.......................... 0.20 - - -
-------------------------------
Net income.......................... $ 0.94 $ 0.68 $ 0.60 $ 0.45
------------------------------------------------------------------------
1995 First Second Third*** Fourth
------------------------------------------------------------------------
Operating revenues.................. $2,254 $2,231 $ 2,275 $2,282
Operating income.................... 490 518 530 473
Earnings (loss):
Income before extraordinary item.. 282 260 275 231
Extraordinary item................ - - (3,360) -
-------------------------------
Net income (loss)................... $ 282 $ 260 $(3,085) $ 231

Earnings (loss) per share:
Income before extraordinary item.. $ 0.67 $ 0.61 $ 0.64 $ 0.54
Extraordinary item................ - - (7.86) -
-------------------------------
Net income (loss)................... $ 0.67 $ 0.61 $ (7.22) $ 0.54

=======================================================================

<PAGE>

QUARTERLY FINANCIAL DATA (Cont'd)
(Unaudited)

* During fourth quarter 1996, Pacific Bell Directory changed its method of
recognizing directory publishing revenues and related expenses effective
January 1, 1996 to a preferable method. The cumulative after-tax effect of
applying the new method to prior years is recognized as of January 1, 1996
as a one-time, non-cash gain applicable to continuing operations of $85
million, or $0.20 per share. The first three quarters of 1996 were
restated to reflect the new method. (See "Cumulative Effect of Accounting
Change" under Note A on page 62.)

** Fourth quarter 1996 results reflect a number of one-time items that
reduced earnings by $91 million, or $0.21 per share.

*** Third quarter 1995 results reflect an after-tax extraordinary charge as a
result of Pacific Bell's discontinuance of regulatory accounting. (See
Note C - "Discontinuance of Regulatory Accounting - SFAS 71" on page 64.)

Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

No disagreements with the Corporation's independent accountants on any
accounting or financial disclosure occurred during the period covered by this
report.

<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant.

DIRECTORS

The Corporation's Articles of Incorporation divide the Board into three
approximately equal classes of Directors serving staggered three-year terms,
with one class of directors elected at each Annual Meeting. The term of
office of the directors in Class I (see below) expires at the 1997 annual
meeting of shareowners. No date has been set for the 1997 annual meeting and
it is not anticipated that such meeting will be held unless the closing of the
Corporation's pending merger with SBC is delayed substantially beyond April
1997 or unless the Merger Agreement is terminated for any reason. The
expiration dates of the terms of directors in Class II and Class III are
noted below. Pursuant to the Merger Agreement, SBC has agreed to appoint to
its board of directors at the effective time of the merger a number of
directors of the Corporation equal to approximately one-third of the total
number of SBC directors.

CLASS I - TERM EXPIRES AT 1997 ANNUAL MEETING OF SHAREOWNERS:

HERMAN E. GALLEGOS, age 66, is an Independent Management Consultant. Mr.
Gallegos was a Director of Gallegos Institutional Investors Corporation from
May 1990 to August 1994. He served as an alternate U.S. Public Delegate to
the 4th United Nations General Assembly from 1994 to 1995. He has been a
Director of the Corporation since December 1983. He is a Director of Union
Bank.

PHILIP J. QUIGLEY, age 54, is Chairman of the Board, President and Chief
Executive Officer of the Corporation and has served in this capacity since
April 1994. Mr. Quigley served as Group President of the Corporation from
1988 through March 1994 and President and Chief Executive Officer of Pacific
Bell from 1987 through March 1994. Mr. Quigley has been a Director of the
Corporation since January 1988. He is a Director of Wells Fargo & Co. and
Wells Fargo Bank, N.A.

TONI REMBE, age 60, is a Partner in the law firm of Pillsbury Madison & Sutro
LLP, San Francisco, California. Ms. Rembe has been a Director of the
Corporation since April 1991. She is a Director of APL Limited, Potlatch
Corporation and Transamerica Corporation.

S. DONLEY RITCHEY, age 63, is Managing Partner of Alpine Partners, Danville,
California. Mr. Ritchey was Chief Executive Officer of Lucky Stores, Inc.
from 1980 to 1985 and Chairman of the Board from 1981 to 1986. He has been a
Director of the Corporation since January 1984. He is a Director of McClatchy
Newspapers, Inc.

CLASS II - TERM EXPIRES AT 1998 ANNUAL MEETING OF SHAREOWNERS:

WILLIAM P. CLARK, age 65, is Chief Executive Officer of Clark Companies, Paso
Robles, California. Mr. Clark is a lawyer, rancher, retired California
Supreme Court Justice and Former Secretary of the United States Department of
Interior. Mr. Clark has been a Director of the Corporation since May 1985.
He is a Director of The Irish Investment Fund and Lawter International, Inc.

<PAGE>

MARY S. METZ, age 59, is Dean of University Extension of the University of
California, Berkeley, and is President Emerita of Mills College. Dr. Metz has
been a Director of the Corporation since July 1986. She is a Director of
Longs Drug Stores Corporation, Pacific Gas and Electric Company, and Union
Bank.

RICHARD M. ROSENBERG, age 66, retired. Mr. Rosenberg was Chairman of the
Board of BankAmerica Corporation from January 1996 to May 1996. He was
Chairman of the Board and Chief Executive Officer from May 1990 to December
1995. Mr. Rosenberg has been a Director of the Corporation since May 1994.
He is a Director of Airborne Freight Corporation, BankAmerica Corporation, K-2
Inc., Northrop Grumman Corporation and Potlatch Corporation.

CLASS III - TERM EXPIRES AT 1999 ANNUAL MEETING OF SHAREOWNERS:

GILBERT F. AMELIO, age 54, is Chairman of the Board and Chief Executive
Officer of Apple Computer, Inc., Cupertino, California, and has served in this
capacity since February 1996. Dr. Amelio was Chairman of the Board, Chief
Executive Officer and President of National Semiconductor Corporation from
1991 to 1996. He has been a Director of the Corporation since September 1995.
He is a Director of Apple Computer, Inc.

FRANK C. HERRINGER, age 54, is Chairman of the Board of Transamerica
Corporation, San Francisco, California, and has served in this capacity since
January 1996, and served in the capacity of President and Chief Executive
Officer of Transamerica Corporation since April 1991. He has been a Director
of the Corporation since January 1994. Mr. Herringer is a Director of Charles
Schwab Corporation, Transamerica Corporation and Unocal Corporation.

LEWIS E. PLATT, age 55, is Chairman of the Board, President and Chief
Executive Officer of Hewlett-Packard Company, Palo Alto, California. He has
served as Chairman since September 1995 and as President and Chief Executive
Officer of Hewlett-Packard Company since November 1992. Mr. Platt was an
Executive Vice President of Hewlett-Packard Company from May 1987 through
November 1992. He has been a Director of the Corporation since February 1994.
He is a Director of Hewlett-Packard Company.

EXECUTIVE OFFICERS

The list below gives the names of executive officers as of February 28, 1997,
their present titles and the dates they were elected to these positions.

Name Age Title Since

P. J. Quigley 54 Chairman of the Board, President
and Chief Executive Officer......... 4/94

D. W. Dorman*# 43 Chairman of the Board, President and
Chief Executive Officer- Pacific
Bell................................ 2/96

W. E. Downing 57 Executive Vice President, Chief
Financial Officer and Treasurer..... 4/94

M. J. Fitzpatrick# 48 President and Chief Executive
Officer- Pacific Telesis Enterprises. 7/94

<PAGE>

J. R. Moberg* 61 Executive Vice President, Human
Resources........................... 9/87

R. W. Odgers 60 Executive Vice President, General
Counsel, External Affairs,
and Secretary....................... 3/88

R. L. Barada 52 Vice President-Corporate Strategy
and Development..................... 1/95

Messrs. Quigley, Downing, Moberg, Odgers, and Barada have held responsible
managerial positions with the Corporation or one of its subsidiaries for at
least the past five years.

Mr. Dorman joined the Corporation as Group President and Pacific Bell as
President and Chief Executive Officer in July 1994. In February 1996,
Mr. Dorman was elected Chairman of the Board of Pacific Bell. Prior to
joining the Corporation, Mr. Dorman was employed at Sprint Corporation since
1981. Beginning in 1984, he held a series of leadership positions at Sprint
Corporation, culminating as President, Business Services, from 1993 to 1994.

Mr. Fitzpatrick joined Pacific Bell as Executive Vice President in August
1993. In July 1994, Mr. Fitzpatrick became an Executive Vice President of the
Corporation. He is also the Enterprise Group President of the Corporation;
President and Chief Executive Officer, Pacific Telesis Enterprises; and Vice
President, Pacific Telesis Shared Services. Prior to joining Pacific Bell,
Mr. Fitzpatrick was employed with Network Systems Corporation, a computer
networking firm, where he became President in October 1991 and Chief Executive
Officer in April 1992.

Officers are not elected for a fixed term, but serve at the discretion of the
Corporation's Board of Directors.
* Also executive officers of Pacific Bell.
# Messrs. Dorman and Fitzpatrick are Group President and Executive Vice
President, respectively, of the Corporation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Corporation's executive officers and directors, and persons who own more than
10 percent of a registered class of the Corporation's equity securities, to
file reports of ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10 percent
shareowners are required by SEC regulation to furnish the Corporation with
copies of all Forms 3,4 and 5 they file.

Based solely on the Corporation's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Corporation
believes that all of its officers, directors and greater than 10 percent
beneficial owners complied with all filing requirements applicable to them
with respect to transactions during fiscal year 1996, except that a Form 4
reporting two transactions was filed for Mr. Amelio a month after the date the
filing was due.

<PAGE>

<TABLE>
Item 11. Executive Compensation.

EXECUTIVE COMPENSATION

The following table discloses compensation received by the Corporation's Chairman of the Board, President and
Chief Executive Officer, and four other most highly paid executive officers (the "Named Executive Officers")
for the three fiscal years ended December 31,1996.
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- -----------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I) (C+D+H)
OTHER RESTRICTED LTIP ALL OTHER TOTAL
NAME & SALARY BONUS ANNUAL STOCK AWARDS OPTIONS/ PAYOUTS COMP CASH COMP
POSITION YEAR ($) ($)@ COMP ($) ($)* SARs (#) ($) ($)** ($)***
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P. J. QUIGLEY 1996 731,250 937,840 338,363 180,000 526,087 90,838 2,195,177
Chairman of the 1995 645,833 662,080 110,481 0 304,011 47,984 1,611,924
Board, 1994 541,458 372,313 77,546 210,000 424,008 74,925 1,337,779
President & CEO

D. W. DORMAN 1996 532,500 488,149 56,112 108,000 280,725 53,054 1,301,374
President & CEO - 1995 475,625 562,238 50,136 1,387,500 0 0 46,864 1,037,863
Pacific Bell 1994 206,250 587,500 14,033 100,000 0 22,500 793,750

M. J. FITZPATRICK 1996 433,750 342,910 109,665 69,000 216,770 65,359 993,430
President & CEO - 1995 403,333 377,050 35,823 0 0 43,382 780,383
PTE 1994 366,875 230,500 13,425 70,000 0 61,647 597,375

R. W. ODGERS 1996 361,250 361,340 317,203 54,000 160,893 80,366 883,483
EVP, Genl Counsel, 1995 347,083 399,350 41,409 0 176,450 36,287 922,883
Ext. Affs, Secy 1994 331,875 178,250 39,166 70,000 239,616 59,153 749,741

J. R. MOBERG 1996 361,250 361,340 275,119 54,000 160,893 91,951 883,483
EVP-Human- 1995 347,083 349,350 43,578 0 176,450 51,654 872,883
Resources 1994 331,875 178,250 40,845 70,000 239,616 92,001 749,741
================================================================================================================================

<PAGE>

@ Includes special awards paid in April, 1996 to recognize significant shareholder value created between 1989-1994
(Quigley - $230,000, Dorman - $0, Fitzpatrick - $15,000, Odgers - $127,500, Moberg - $127,500).

* On July 23, 1995 Mr. Dorman was granted a restricted stock award of 50,000 shares. On grant date, the Fair Market
Value per share was $27.75. The grant vests in one installment on July 23, 2000. Mr. Dorman has the same voting,
dividend and other rights with respect to this restricted stock as the Corporation's other shareowners. The value
of Mr. Dorman's restricted stock as of December 31, 1996 was $1,837,500 (based on the closing price on the New York
Stock Exchange Composite Transactions of the Corporation's Common Stock on December 31, 1996 of $36.75).

** Includes "above-market" interest on deferred compensation paid in 1996 (Quigley - $61,588, Dorman - $254,
Fitzpatrick - $6,636, Odgers - $49,134 and Moberg - $89,576) and company contributions under the Pacific Telesis
Group Supplemental Retirement and Savings Plan for Salaried Employees, including a "make-up" match under the Executive
Deferral Plan for amounts that were deferred and therefore not eligible for matching contributions under the Pacific
Telesis Group Supplemental Retirement and Savings Plan for Salaried Employees earned in 1996 (Quigley - $29,250,
Dorman - $21,300, Fitzpatrick - $17,350, Odgers - $14,450 and Moberg - $2,375). Also includes executive relocation
payments paid in 1996 to Messrs. Dorman and Fitzpatrick of $31,500 and $14,400 respectively and payments made in lieu
of earned vacation not taken for Messrs. Fitzpatrick and Odgers in 1996 of $26,973 and $16,782 respectively.

*** Includes Salary, Bonus and LTIP Payouts and does not include Dividend Equivalents which are included under Column E.

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR GRANTS

(A) (B) (C) (D) (E)
Number of Value of
Unexercised Unexercised
Options/SARs at in-the-Money
FY-End (#) Options/SARs at
FY-End ($)

Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($) Unexercisable** Unexercisable***
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P. J. Quigley 34,400 Shares* 497,824 267,000/180,000 1,637,200/1,687,500

D. W. Dorman No Exercises N/A 100,000/108,000 600,000/ 648,000

M. J. Fitzpatrick 15,000 Shares* 145,296 85,000/ 69,000 408,454/ 648,000

R. W. Odgers 39,600 Shares* 578,503 70,000/ 54,000 332,500/ 506,250

J. R. Moberg 33,600 Shares* 489,840 70,000/ 54,000 332,500/ 506,250
- -----------------------------------------------------------------------------------------------------------------------------
* To reflect the spin-off of AirTouch Communications, Inc. ("AirTouch") on April 1, 1994, the exercise price of all
outstanding options was adjusted and each outstanding option to purchase one share of the Corporation's Common Stock was
supplemented with an option to purchase one share of AirTouch common stock. The spread between the exercise price of
the option and the market value of Common Stock that existed before the spin-off was allocated between the Corporation
option and the new AirTouch option in the same ratio as the ratio between the market value of the Corporation's Common
Stock and the market value of AirTouch common stock prior to the spin-off. Therefore, the intrinsic value of the sum of
both resulting options (the Corporation and AirTouch) remained the same. The shares acquired on exercise reported above
for 1996 were shares of AirTouch common stock acquired in the exercise of the options received in the manner described
previously in this footnote.

As of December 31, 1996, the named executives held no AirTouch options.

** All unexercisable options as of December 31, 1996 reflect options granted on March 22, 1996; a third become exercisable
on March 22, 1997, a third on March 22, 1998 and the remaining third on March 22, 1999. All options become exercisable
at the close of the proposed SBC merger.

*** Based on the closing price on the New York Stock Exchange-Composite Transactions of the Corporation's Common Stock on
December 31, 1996 of $36.75 minus the exercise price.

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM

NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARs EXERCISE 5% ($) 10% ($)
UNDERLYING GRANTED TO OR BASE PROJECTED PROJECTED
OPTIONS/SARs EMPLOYEES IN PRICE EXPIRATION PTG PRICE PTG PRICE
NAME GRANTED* (#) FISCAL YEAR ($/SH) DATE $44.59** $71.00**
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
P.J. QUIGLEY 180,000 3.28% $27.375 3/21/06 $3,098,700 $7,852,500

D.W. DORMAN 108,000 1.97% $27.375 3/21/06 $1,859,220 $4,711,500

M.J. FITZPATRICK 69,000 1.26% $27.375 3/21/06 $1,187,835 $3,010,125

R.W. ODGERS 54,000 0.98% $27.375 3/21/06 $929,610 $2,355,750

J.R. MOBERG 54,000 0.98% $27.375 3/21/06 $929,610 $2,355,750
- ------------------------------------------------------------------------------------------------------------------------------

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LONG TERM INCENTIVE PLANS* - AWARDS IN LAST FISCAL YEAR

ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS

(A) (B) (C) (D) (E) (F)

NUMBER OF PERFORMANCE
SHARES, UNITS OR OTHER
**OR PERIOD UNTIL
OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) PAYOUT (# of Units) (# of Units) (# of Units)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

P. J. Quigley 20,600 Three Years 5,150 20,600 41,200

D. W. Dorman 11,800 Three Years 2,950 11,800 23,600

M. J. Fitzpatrick 7,700 Three Years 1,925 7,700 15,400

R. W. Odgers 5,800 Three Years 1,450 5,800 11,600

J. R. Moberg 5,800 Three Years 1,450 5,800 11,600
- --------------------------------------------------------------------------------------------------------------------

* All options were granted on March 22, 1996. Options to purchase one-third of the total number of underlying
shares become exercisable on each of March 22, 1997, 1998 and 1999. All options will become exercisable at the
close of the proposed SBC merger.

** These are hypothetical values using assumed market price appreciation rates as prescribed by the SEC.

* The Long Term Incentive Plan provides awards contingent upon the achievement of performance objectives set by the
C&P Committee over a three-year period. The above grants (Column B) are for the three-year performance cycle which
will end December 31, 1998. The measures of performance under this Plan are: (1) Cash Value Added averaged over the
three years of the performance period; (2) Cumulative Revenue over the three-year period, and (3) Total Investor
Return relative to the Total Investor Return of four comparator groups. These comparator groups are the Regional
Holding Companies, Independent Telecommunications Companies, California Utilities and the S&P 500. The performance
targets are set by the C&P Committee based on the performance levels projected in the Corporation's business plan.

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Awards are denominated in shares of Common Stock and dividend equivalents are paid during the performance period. At the end
of the period, awards may be paid either in shares of Common Stock or in cash (valued at the average price of the Common Stock
for a ten-day period in January).

** A unit is based on one share of Common Stock.

</TABLE>

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PENSION PLANS

The Corporation has noncontributory pension plans (both tax-qualified and
nonqualified) for salaried employees that provide a monthly pension for
salaried employees, including officers. The plans for salaried employees were
amended effective July 1, 1996 to incorporate a new cash balance benefit
formula, increase the percentage of "Compensation" on which the benefit under
the existing formula is based, and freeze the benefit accrued under the
existing formula (the "transition benefit") at June 30, 1996. The new cash
balance benefit is equal to the balance in a hypothetical cash balance account
used to record an opening balance (the amount a participant would have accrued
as of June 30, 1996 if the cash balance formula had been in place at the
participant's hire date), basic allocations equal to 5% of a participant's
monthly Compensation starting July 1, 1996, and monthly interest credits on
the entire balance. In addition, a supplementary allocation based on monthly
Compensation is credited to each officer s hypothetical cash balance account.
The supplementary rate is designed to provide each officer employed on March
22, 1996 with a certain level of the total benefit that he or she would have
received at age 65 under the pension plans in effect before the July 1, 1996
amendment. The transition benefit under the amended formula is equal to 2
percent of Compensation averaged over the five year period ending June 30,
1996 multiplied by the participant's years of service at that date (but not
more than 30 years or, if greater, the participant's service at December 31,
1994). Depending on the time remaining to retirement, an officer's cash
balance benefit may overtake his or her frozen transition benefit.

In addition to the cash balance benefit and transition benefit provided for
all salaried employees employed on March 21, 1996, the pension plans offer a
minimum benefit and a restoration benefit for officers who satisfy certain
criteria. An individual who became an officer before January 25, 1992 is
eligible for a minimum benefit equal to 45 percent of his or her average
Compensation for the five-year period ending June 30, 1996, if the individual
completes 10 years of service as an officer and leaves the Corporation in good
standing as an officer at age 55 or later. The restoration benefit, which is
designed to restore a percentage of the early retirement benefits available
under the pension plans before the July 1, 1996 amendment, is provided for an
individual serving as an officer on March 22, 1996 who completes 10 years of
officer service and leaves the Corporation in good standing as an officer at
age 55 or later. An officer hired after June 30, 1996, is eligible only for
the cash balance benefit. If an officer is eligible for benefits under more
than one formula, his or her benefits are determined under the formula that
provides the greatest benefit at termination of employment.

The Compensation for purposes of determining an officer's accelerated
transition benefit, and the monthly Compensation-based allocations under the
cash balance benefit formula, is based on the officer's base salary and the
target award under the Short Term Incentive Plan ("STIP"). A participant is
fully vested in his or her pension after completing five years of service.
Payment of a transition benefit before age 65 may be subject to an early
payment discount, depending on the participant's age and service at
termination of employment. No early payment discount applies to the cash
balance benefit, which a participant may elect to take at termination or as of
the first day of any later month.

Retirement is mandatory at age 65 for officers and other senior managers
provided the individuals are covered by the provisions of Section 12(c)(1) of

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<PAGE>

the Age Discrimination in Employment Act of 1967, as amended from time to
time.

Pensions under the tax-qualified plan may be paid as a life annuity or joint
and survivor annuity or a lump sum payment at retirement. Pensions under the
qualified plan are not subject to offset or forfeiture. Pensions under the
nonqualified plans for officers may be paid as life annuities, joint and
survivor annuities, or ten-year certain annuities, subject to the discretion
of the C&P Committee to determine another form of payment. The nonqualified
pension benefits are subject to forfeiture or reduction in certain
circumstances.

The annual average Compensation for the five-year period ending June 30, 1996
of Messrs. Quigley, Dorman, Fitzpatrick, Odgers, and Moberg, applicable to the
transition benefit formula is $860,050, $826,750, $576,088, $486,250 and
$484,250 , respectively. The credited years of service at June 30, 1996 that
will be used in calculating the transition pension benefit of Messrs. Quigley,
Dorman, Fitzpatrick, Odgers, and Moberg, upon retirement at age 65 are 28, 2,
3, 9 and 33, respectively. Messrs. Quigley and Moberg meet the eligibility
requirements under all benefit formulas available to officers under the
pension plans, and their benefits will be determined under the formula that
provides the greatest pension. Assuming Mr. Odgers continues as an officer
for an additional year, he also will meet the eligibility requirements under
all four benefit formulas for officers. The benefits of Messrs. Dorman and
Fitzpatrick will be determined under the cash balance benefit formula, the
transition benefit formula or restoration benefit formula, whichever provides
the greatest benefit formula at termination of employment.

The following table shows the total annual straight life annuity pension
benefits that would be received by an executive officer of the Corporation
retiring today at age 65 under the transition benefit formula in the qualified
and nonqualified plans. It assumes various specified levels of years of
service at June 30, 1996 and of average annual Compensation during the five-
year period ending June 30, 1996. The benefits shown in the table generally
are not subject to offsets for Social Security benefits or other payments.

Average

Annual Compensation
During Five-Year
Period Ending 6/30/96

Years of Service Prior to Retirement

15 20 25 30 35
$...400,000 $120,000 $160,000 $200,000 $240,000 $280,000
550,000 165,000 220,000 275,000 330,000 385,000
700,000 210,000 280,000 350,000 420,000 490,000
850,000 255,000 340,000 425,000 510,000 595,000
1,000,000 300,000 400,000 500,000 600,000 700,000
1,150,000 345,000 460,000 575,000 690,000 805,000

The 1996 Compensation of Messrs. Quigley, Dorman, Fitzpatrick, Odgers, and
Moberg, for purposes of the monthly Compensation-based credits under the cash

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<PAGE>

balance benefit formula in the qualified and nonqualified pension plans is
$1,291,250, $849,500, $675,750, $546,250, and $546,250 respectively. The
estimated annual benefits payable as a single life annuity upon retirement at
age 65 for Messrs. Quigley, Dorman, Fitzpatrick, Odgers, and Moberg under the
cash balance benefit formula are $929,114, $750,550, $465,874, $241,943, and
$324,573, respectively, assuming 8% annual interest and 4 percent annual pay
increases.

DIRECTOR COMPENSATION

For service on the Board during 1996, directors who are not employees received
an annual retainer of $25,000, a fee of $1,200 for each board meeting attended
and $600 for participating in board teleconferences, a fee of $1,000 for each
committee meeting attended and $500 for participation in committee
teleconferences. Chairmen of the Audit Committee, C&P Committee, and Finance
Committee of the Board of Directors each received an additional retainer of
$5,000. Other nonemployee directors who chair committees (Corporate Public
Policy Committee("CPCC"), Nominating, Pension and Savings Plan) received
additional annual retainers of $4,000. Nonemployee directors may elect to
defer the receipt of all or a part of their fees and retainers. These
deferred amounts earn interest, compounded annually, at a rate determined by
the Board. The rate for 1996 was equal to 8.2 percent. A trust has been
established and assets have been contributed by the Corporation, consisting
primarily of cash and other investments, from which benefits consisting of the
deferrals and earnings on such deferrals described above may be paid. Under
the provisions of the trust, a committee (consisting of the Chairman and all
vice-chairmen of the Corporation) is required to issue irrevocable directions
to the trustee upon a change in control, as defined in the trust. Since the
approval of the merger with SBC by shareowners constituted a change in control
for purposes of the trust, the committee issued directions to the trustee,
generally dealing with the distribution of trust assets, which will become
irrevocable upon the closing of the merger.

Directors who are also employees of the Corporation receive no additional
remuneration for serving as directors or as members of committees of the
Board. Directors are entitled to reimbursement for out-of-pocket expenses in
connection with attendance at board and committee meetings.

Nonemployee directors are reimbursed for certain telecommunications services
and equipment. The average cost per nonemployee director for
telecommunications services and equipment provided during 1996 was $4,283.
Employee directors receive similar services and equipment as part of their
compensation as officers. The Corporation also provided nonemployee directors
a travel accident insurance policy while on Corporation business at an
aggregate cost of $450 in 1996 and a personal excess liability insurance
policy at an aggregate cost of $4,450 in 1996. Under the 1994 Stock Incentive
Plan (the "Stock Plan"), which was approved by the shareowners of the
Corporation at the 1994 Annual Meeting, incumbent nonemployee directors
receive an annual grant of 2,000 NSOs, subject to anti-dilution adjustments,
at the conclusion of each Annual Meeting so long as they continue to serve on
the Board. The exercise price for this annual stock option grant is equal to
the fair market value of Common Stock on the date of grant. The NSOs become
exercisable one year after the grant, or earlier, in the event of the
director's death or total and permanent disability or in the event of a change
in control of the Corporation. Under the terms of the Stock Plan, the NSOs
granted to nonemployee directors became exercisable upon the approval by

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<PAGE>

shareowners of the merger with SBC, which was considered a "change in control"
under the Stock Plan. The NSOs expire upon the earlier of (1) ten years after
the date of grant, (2) 60 months after the termination of the director's
service due to retirement after serving at least three years, (3) 36 months
after the termination of the director's service due to total and permanent
disability, (4) 12 months after the director's death, or (5) three months
after the termination of the director's service for any other reason.

The Stock Plan also provides for three annual grants of 400 shares of Common
Stock, subject to anti-dilution adjustments, to nonemployee directors
appointed or elected on or after January 1, 1994. For nonemployee directors
appointed or elected after the 1994 Annual Meeting, the first grant occurred
or will occur upon such director's first appointment or election to the Board.
The second and third such grants will occur at the conclusion of the Annual
Meeting of Shareowners in each of the two calendar years next following the
calendar year of the first such grant. All such shares granted to nonemployee
directors under the Stock Plan are 100 percent vested on the date of grant.

Finally, the Corporation's Board may implement provisions of the Stock Plan
that permit a nonemployee director to elect to receive all or a portion of his
or her annual retainer and meeting fees in the form of NSOs or stock units to
be issued under the Stock Plan, provided the election is made at least six
months before such fees are payable.

On January 26, 1996, the Corporation's Board approved revisions to the
Pacific Telesis Group Outside Directors' Retirement Plan (the "Retirement
Plan"). These revisions limit participation in the Retirement Plan to
nonemployee directors who commenced service prior to January 26, 1996 and
limit the credit for service under the Retirement Plan for purposes of
calculating pension benefits to years of service as of May 1, 1996. Effective
January 26, 1996, the Corporation's Board also adopted a new plan which will
provide benefits for nonemployee directors at retirement in a form more
closely linked to shareowners' interests. Under the Pacific Telesis Group
Outside Directors' Deferred Stock Unit Plan (the "DSU Plan"), nonemployee
directors who begin service on or after January 26, 1996 will be granted 400
deferred stock units on the date of the Annual Meeting of Shareowners in each
year after completing three years' service. Each unit represents the cash
value of one share of Common Stock. All nonemployee directors who had accrued
a pension equal to 100 percent of the retainer under the Retirement Plan
elected prior to May 2, 1996 to convert the present value of their accrued
pension under the Retirement Plan to deferred stock units under the new DSU
Plan.

Nonemployee directors with a partial accrued pension elected prior to
May 2, 1996 to no longer participate in the Retirement Plan and convert to the
DSU Plan. These nonemployee directors were granted deferred stock units
equivalent to the present value of their accrued pension and future pension
accruals as of May 1, 1996. The units attributable to the accrued pension are
fully vested, while the units attributable to future accruals vest pro rata in
annual increments over the periods from May 2, 1996, to the date when the
director completes seven years of service.

Dividend equivalents will accrue on all deferred stock units granted under the
DSU Plan.

Deferred stock units will normally be settled as soon as reasonably

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<PAGE>

practicable after a director's service terminates. The deferred stock units
will be settled by paying the director a lump sum in cash, unless the director
has made a prior election to receive five or ten equal annual installments.
The amount of the cash settlement will be equal to the number of vested
deferred stock units held by the director, including dividend equivalents
converted into stock units, multiplied by the closing price of the
Corporation's Common Stock for the trading day coinciding with or next
preceding the director's last day of service.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
ARRANGEMENTS

The Corporation has entered into employment agreements with certain officers,
including Messrs. Quigley, Dorman, Fitzpatrick, Odgers and Moberg which
provide for payments in the event of an involuntary termination of employment.
Such agreements do not have a fixed term and may be terminated upon three
years notice. The agreements will automatically terminate upon the voluntary
resignation of the officer. The amount of the payments depends on whether the
involuntary termination occurs within three years after a "change in control."
For purposes of the agreements, shareowner approval of the merger with SBC
constituted a change in control. If an officer's employment is involuntarily
terminated for some reason other than cause, death or disability, whether or
not there has been a change in control, the Corporation will make payments
that include (i) a lump sum cash payment equal to (x) 1/12 of base
compensation in effect on the date of termination, multiplied by (y) the
lesser of 36 or the number of months remaining until normal retirement date,
(ii) continuation of life insurance and health benefits until the earlier of
(a) the first anniversary of the date of termination, (b) death, or (c) normal
retirement date, (iii) payment of 100% of the Standard Award under the Short
Term Incentive Plan ("STIP") applicable for the calendar year of termination
and, if all Units under the Long Term Incentive Plan ("LTIP") are forfeited
upon termination, the Corporation will also pay an amount equal to the fair
market value of a share of the Corporation's Common Stock on the date of
termination multiplied by the number of LTIP Units granted to the officer for
the performance period ending with the calendar year of termination, and (iv)
compensation for any nonstatutory stock options or SARs which terminate upon
termination of employment in an amount equal to the difference between the
fair market value of the Corporation's Common Stock at the date of termination
and the option price (in the case of SARs, the difference between such fair
market value and the option price at which the stock option related to the SAR
was granted). If an officer's employment is involuntarily terminated by reason
of death, disability or cause, no compensation is payable under the employment
agreement.

Such employment agreements also provide that upon an involuntary termination
(including a "constructive termination," which is defined as a material change
in responsibilities, a material reduction in salary or benefits or a
requirement to relocate within three years after a "change in control"), the
officer shall receive a severance payment, in addition to the payments
described in the preceding paragraph, when applicable, equal to the sum of (x)
an amount equal to 200% of the Standard Award (within the meaning of the STIP)
for the officer's position rate as of the date of termination, plus (y) an
amount equal to (i) the fair market value of a share of the Corporation's
Common Stock on the date of termination, multiplied by (ii) the number of
Units (within the meaning of the LTIP) granted to the officer for the two
performance periods ending with the two calendar years following the year of

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<PAGE>

termination. In addition, the officer is entitled to three years of
continuation coverage (or, if earlier, until normal retirement date (as
defined in the agreement) in the basic and supplemental group term life
insurance plan and the health care plan for management employees (as if the
officer were still an active employee).

Without regard to any other provision of the employment agreements, in the
event that the Corporation's auditors determine that any portion of the
payments to be made under the agreement is nondeductible by the Corporation
because of Code Section 280G of the Internal Revenue Code, payments under the
agreements will be reduced to the extent of the nondeductible amount.

In addition to the provisions of the employment agreements described above,
the Corporation has also entered into a supplemental benefit agreement with
Mr. Odgers under which, if he voluntarily terminates his employment, he would
receive a pension (payable in any of the forms available under the
nonqualified pension plans) equal to a percentage (increasing ratably for each
month of employment, beginning with 35 percent and ending with 45 percent in
the event of termination on or after October 1997) of his average annual
compensation (including base salary and the target award under the STIP)
during the final five years of employment. The agreement further provides
that if Mr. Odgers is involuntarily terminated, or if his position or
compensation is materially reduced, he would receive a pension equal to
45 percent of his average annual compensation during his final five years of
employment. Any payments to Mr. Odgers under this agreement would be offset
by benefits payable to him under the qualified and nonqualified pension plans
of the Corporation described under "Pension Plans" in the above discussion.
In addition to the provisions of the employment agreements described above,
the Corporation has agreed to provide certain supplemental pension benefits to
Mr. Dorman if he terminates employment after completing five years of service.
The Corporation has agreed that Mr. Dorman would receive a supplemental
pension benefit of 2.45 percent of his average annual compensation (including
base salary and the target award under the STIP) during the final five years
of employment multiplied by his years of service. Mr. Dorman's total pension
would be limited to a maximum of 50 percent, would be payable in any of the
forms available under the nonqualified pension plans and would not be
discounted for early payment. Any payments to Mr. Dorman under this agreement
would be offset by benefits payable to him under the qualified and
nonqualified pension plans of the Corporation described under "Pension Plans"
in the above discussion.

In addition to the agreements described above, SBC Communications Inc. has
entered into a retention agreement with Mr. Quigley that is intended to
encourage him to remain employed with the Corporation during the critical
transition period that would follow the close of the merger with SBC. Under
this agreement, Mr. Quigley has agreed to continue serving as President and
Chief Executive Officer of the Corporation for up to thirty-six months
following the merger unless extended by mutual agreement, but in no event less
than twelve months following the merger. During such time as Mr. Quigley
continues to serve in those positions, he will also serve as Vice Chairman of
SBC. Mr. Quigley will also serve on the SBC Board of Directors and be
appointed to appropriate committees of that Board. If Mr. Quigley s
employment terminates prior to the end of the thirty-six month period, the
agreement provides that he will continue to make himself available to provide
consulting services for SBC. Upon Mr. Quigley s retirement, he will be
entitled to the severance payments under his employment agreement described

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<PAGE>

above. Upon his retirement, Mr. Quigley also will be provided with office
space and secretarial services as have been provided in the past to other
former Chairmen of the Corporation upon their retirement.

In addition to the agreements described above, the Corporation has entered
into retention agreements with Messrs. Odgers and Moberg that are intended to
encourage them to remain employed with the Corporation during the critical
transition period that would follow the close of the merger with SBC. Under
this agreement, Mr. Odgers has agreed to continue working for twelve months
following the merger (unless extended or otherwise changed by mutual
agreement), at which time he will retire and he will be entitled to the
severance payments under his employment agreement described above. However,
in no event will Mr. Odgers retirement date be earlier than November 17, 1997.
Upon his retirement, Mr. Odgers will be entitled to have the amount of his
nonqualified pension payments calculated using the more favorable interest
rate that was applicable to lump sum pension cashout payments during 1996,
under terms substantially similar to the Cashout Factor Extension Program that
was used during 1996 in order to retain several hundred key managers in the
Corporation and its subsidiaries. Following his retirement, Mr. Odgers has
agreed to provide consulting services in the areas of regulatory, legal and
external affairs for an indefinite period of time, pursuant to an agreement
with the Corporation. Under this consulting agreement, Mr. Odgers would be
paid a monthly retainer of $15,600, using a daily rate of $2,600. A similar
retention agreement has been entered into with Mr. Moberg, under which he has
agreed to continue working during the twelve months that would follow the
closing of the merger, at which time he will retire (unless he retires at an
earlier date or the date is extended or otherwise changed by mutual
agreement), and he will be entitled to the severance payments under his
employment agreement described above. Mr. Moberg will also receive the
cashout factor extension program benefit for officers upon his termination.
Similarly, Mr. Moberg has agreed to provide certain consulting services to the
Corporation related to the Telephone Pioneers of America for a period
beginning upon his retirement and ending June 30, 1999, and will receive
compensation of $31,500 per month during the term of the agreement.

The Corporation also has an Executive Deferral Plan pursuant to which officers
may elect to defer the receipt of all or a part of certain specified
compensation payments (including base salary, STIP, LTIP and bonus payments).
These deferred amounts earn interest compounded annually at a rate determined
by the C&P Committee. The rate for 1996 was equal to 8.2 percent. A trust
has been established and assets have been contributed by the Corporation,
consisting of cash and other investments, from which benefits for officers
under the Executive Deferral Plan may be paid. This trust requires that the
C&P Committee issue irrevocable instructions to the trustee upon a change in
control. The shareowner approval of the merger with SBC constituted a change
in control for purposes of the trust. The C&P Committee has issued
irrevocable instructions to the trustee, generally dealing with the
distribution of trust assets, which become effective upon closing of the
merger. A similar trust (with the contribution of assets in a similar manner)
has also been established from which various nonqualified executive retirement
or pension benefits may be paid. This trust generally includes restrictions
regarding changes to the trust for three years following change in control and
includes a requirement that the Corporation will contribute sufficient assets
to the trust to fully fund benefit payments upon a change in control. No
additional funding was required following the change in control, which
occurred upon shareowner approval of the merger.

111

<PAGE>

COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the C&P Committee during 1996 were: Frank C. Herringer,
Lewis E. Platt, Gilbert F. Amelio, S. Donley Ritchey and Richard Rosenberg.
No current or former officer of the Corporation serves on the C&P Committee
and there were no "interlocks" as defined by the SEC in 1996.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the beneficial ownership of Common Stock as of
February 28, 1997 by the directors, and the Named Executive Officers, and all
directors and executive officers as a group (including shares acquired under
the Pacific Telesis Group Supplemental Retirement and Savings Plan for
Salaried Employees, the Pacific Telesis Group Supplemental Retirement and
Savings Plan for Salaried and Nonsalaried Employees ("LESOP") and the ESOP as
of December 31, 1996). The total number of shares of Common Stock
beneficially owned by the group is less than one percent of the class
outstanding.

Name of Beneficial Owner Amount and Nature of Exercisable Options*
Beneficial Ownership
- --------------------------------------------------------------------------
G. F. Amelio 1,834 2,000
W. P. Clark 2,054 (1) 10,000
D. W. Dorman 173 136,000
M. J. Fitzpatrick 258 108,000
H. E. Gallegos 2,677 10,000
F. C. Herringer 3,204 (1)(2) 6,000
M. S. Metz 2,575 (1) 10,000
J. R. Moberg 3,961 88,000
R. W. Odgers 2,442 88,000
L. E. Platt 1,222 6,000
P. J. Quigley 7,848 (1) 327,000
T. Rembe 2,344 9,000
S. D. Ritchey 3,711 (1) 10,000
R. M. Rosenberg 2,200 (1) 4,000

All directors and executive
officers as a group
(16 persons) 38,829 (3) 840,000

(1) Includes the following shares of the Corporation's Common Stock in which
the named persons share voting and investment power: Mr. Clark,
600 shares; Mr. Herringer, 3,200 shares; Dr. Metz, 348 shares;
Mr. Quigley, 3,520 shares; Mr. Ritchey, 3,711 shares; and Mr. Rosenberg,
400 shares.

(2) Includes four shares beneficially owned by spouse, for which beneficial
ownership is disclaimed.

(3) Includes 640 shares beneficially owned by a spouse and acquired under the
Pacific Telesis Group Supplemental Retirement and Savings Plan for
Salaried Employees, the Pacific Telesis Group Supplemental Retirement and
Savings Plan for Salaried and Nonsalaried Employees ("LESOP") and the

112

<PAGE>

ESOP (as of December 31, 1996), for which beneficial ownership is
disclaimed. See also Notes (1) and (2) above.

* Includes options which are exercisable within 60 days after February 28,
1997.

As of February 28, 1997, there were no persons known to the Corporation to be
beneficial owners of more than five percent of the Corporation's Common Stock.

Item 13. Certain Relationships and Related Transactions.

Members of Messrs. Gallegos' and Quigley's immediate families were employed by
Pacific Bell, a subsidiary of the Corporation, and were paid a total of
$210,000 in 1996. Amounts paid to these employees are comparable to
compensation paid to other employees performing similar job functions.

In 1996, the Corporation and its subsidiaries obtained legal services from the
law firm of Pillsbury Madison & Sutro LLP, of which Ms. Rembe is a member, on
terms which the Corporation believes were as favorable as would have been
obtained from unaffiliated parties.

113

<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Documents filed as part of the report:

(1) Financial Statements: Page

Report of Management ............................... 48

Report of Independent Accountants .................. 50

Financial Statements:

Consolidated Statements of Income ............. 51

Consolidated Balance Sheets ................... 53

Consolidated Statements of Shareowners'
Equity ...................................... 55

Consolidated Statements of Cash Flows ......... 57

Notes to Consolidated Financial
Statements .................................. 59

Quarterly Financial Data ...................... 94

(2) Financial Statement Schedule:

II - Valuation and Qualifying Accounts ............ 121

Financial statement schedules other than listed above have been
omitted either because the required information is contained in
the Consolidated Financial Statements and the notes thereto or
because such schedules are not required or applicable.

(3) Exhibits:

Exhibits identified in parentheses below as on file with the
SEC are incorporated herein by reference as exhibits hereto.
Unless otherwise indicated, all exhibits so incorporated are
from File No. 1-8609. All management contracts or compensatory
plans or arrangements required to be filed as exhibits to this
Form 10-K pursuant to Item 14(c) are filed as Exhibits 10aa
through 10vv.

Exhibit
Number Description
------- -----------

2 Agreement and Plan of Merger among Pacific Telesis
Group, SBC Communications, Inc. and SBC Communications
(NVI, Inc.), dated as of April 1, 1996 (Exhibit 2 to
Form 8-K filed April 1, 1996).

114

<PAGE>

3a Articles of Incorporation of Pacific Telesis Group, as
amended to June 17, 1988 (Exhibit 3a to Registration
Statement No. 33-24765).

3b By-Laws of Pacific Telesis Group, as amended April 1,
1996.

4a Rights Agreement, dated as of September 22, 1989,
between Pacific Telesis Group and The First National
Bank of Boston, as successor Rights Agent, which
includes as Exhibit B thereto the form of Rights
Certificate (Exhibits 1 and 2 to Form SE filed September
25, 1989 as part of Form 8-A).

4a(i) Amendment to Rights Agreement, dated as of
April 1, 1996.

4b No instrument which defines the rights of holders of
long- and intermediate-term debt of Pacific Telesis
Group and its subsidiaries is filed herewith pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to
this regulation, Pacific Telesis Group hereby agrees to
furnish a copy of any such instrument to the SEC upon
request.

10e Separation Agreement by and between the Corporation and
PacTel Corporation dated as of October 7, 1993, and
amended November 2, 1993 and March 25, 1994 (Exhibit 10e
to Form 10-K for 1993).

10e(i) Amendment No. 3 to Separation Agreement
effective as of April 1, 1994 (Exhibit 10e(i)
to Form 10-K for 1994).

10aa Pacific Telesis Group Short Term Incentive Plan
(Attachment A to Pacific Telesis Group's 1995 Proxy
Statement, including Pacific Telesis Group's 1994
Consolidated Financial Statements filed March 13, 1995).

10aa(i) Resolution amending the Plan, effective
November 15, 1996.

10bb Pacific Telesis Group Senior Management Long Term
Incentive Plan (Attachment A to Pacific Telesis Group's
1995 Proxy Statement, including Pacific Telesis Group's
1994 Consolidated Financial Statements filed March 13,
1995).

10cc Pacific Telesis Group Executive Life Insurance Plan
(Exhibit 10cc to Form SE filed March 27, 1987 in
connection with the Corporation's Form 10-K for 1986).

10cc(i) Resolutions amending the Plan, effective
April 1, 1994 (Exhibit 10cc(i) to Form 10-K
for 1993).

115

<PAGE>

10dd Pacific Telesis Group Executive Disability and Survivor
Protection Plan, as amended and restated effective July
1, 1995 (Exhibit 10dd to Form 10-K for 1995).

10ee Pacific Telesis Group Senior Management Transfer Program
(Exhibit 10ee to Registration Statement No. 2-87852).

10ff Pacific Telesis Group Senior Management Financial
Counseling Program (Exhibit 10ff to Registration
Statement No. 2-87852).

10gg Pacific Telesis Group Deferred Compensation Plan for
Nonemployee Directors.

10hh Description of Pacific Telesis Group Directors' and
Officers' Liability Insurance Program (Exhibit 10hh to
Form 10-K for 1993).

10ii Description of Pacific Telesis Group Plan for
Nonemployee Directors' Travel Accident Insurance
(Exhibit 10ii to Form SE filed March 26, 1990 in
connection with the Corporation's Form 10-K for 1989).

10jj Pacific Telesis Group 1994 Stock Incentive Plan
(Attachment A to Pacific Telesis Group's 1994 Proxy
Statement, including Pacific Telesis Group's 1993
Consolidated Financial Statements filed March 11, 1994,
and amended March 14 and March 25, 1994).

10jj(i) Resolutions amending the Plan, effective
January 1, 1995 (Attachment A to Pacific
Telesis Group's 1995 Proxy Statement including
Pacific Telesis Group 1994 Consolidated
Financial Statements filed March 13, 1995).

10kk Pacific Telesis Group Executive Supplemental Cash
Balance Pension Plan as amended and restated as of July
1, 1996.

10ll Pacific Telesis Group Executive Deferral Plan as amended
and restated December 1, 1995 (Exhibit 10ll to Form 10-K
for 1995).

10mm Description of Pacific Telesis Group Personal Umbrella
Liability Insurance (Exhibit 10mm to Form 10-K for
1994).

10nn Pacific Telesis Group 1996 Executive Deferred
Compensation Plan.

10oo Pacific Telesis Group Outside Directors' Deferred Stock
Unit Plan (Exhibit 10oo to Form 10-K for 1995).

10pp Employment Contracts for Certain Senior Officers of
Pacific Telesis Group (Exhibit 10pp to Form SE filed
March 23, 1989 in connection with the Corporation's

116

<PAGE>

Form 10-K for 1988).

10pp(i) Schedule to Exhibit 10pp (Exhibit 10pp(i) to
Form 10-K for 1993).

10pp(ii) Employment contracts for certain senior
officers of Pacific Telesis Group (Exhibit
10pp(ii) to Form 10-K for 1993).

10pp(iii) Employment contract for senior officer of
Pacific Telesis Group (Exhibit 10pp(iii) to
Form 10-Q for the quarter ended September 30,
1994).

10pp(iv) Employment contract for certain senior
officers of Pacific Telesis Group (Exhibit
10pp(iv) to Form 10-K for 1994).

10pp(v) Supplemental Benefit Agreement for senior
officer of Pacific Telesis Group (Exhibit
10pp(v) to Form 10-K for 1995).

10pp(vi) Executive supplemental benefit agreement
(Exhibit 10rr to Form 10-K for 1993).

10pp(vii) Agreements for certain senior officers of
Pacific Telesis Group.

10qq Pacific Telesis Group 1996 Director's Deferred
Compensation Plan.

10rr [Intentionally omitted]

10ss Pacific Telesis Group Outside Directors' Retirement
Plan, as amended and restated effective January 26, 1996
(Exhibit 10ss to Form 10-K for 1995).

10tt Representative Indemnity Agreement between Pacific
Telesis Group and certain of its officers and each of
its directors (Exhibit 10tt to Form SE filed March 29,
1988 in connection with the Corporation's Form 10-K for
1987).

10uu Trust Agreement between Pacific Telesis Group and
Bankers Trust Company, as successor Trustee, in
connection with the Pacific Telesis Group Executive
Deferral Plan (Exhibit 10uu to Form SE filed March 23,
1989 in connection with the Corporation's Form 10-K for
1988).

10uu(i) Amendment to Trust Agreement No. 1 effective
December 11, 1992 (Exhibit 10uu(i) to Form SE
filed March 26, 1993 in connection with the
Corporation's Form 10-K for 1992).

10uu(ii) Amendment to Trust Agreement No. 1, effective

117

<PAGE>

May 28, 1993 (Exhibit 10uu(ii) to Form 10-K
for 1993).

10uu(iii) Amendment to Trust Agreement No. 1, effective
November 15, 1993 (Exhibit 10uu(iii) to
Form 10-K for 1993).

10uu(iv) Amendment to Trust Agreement No. 1, effective
September 1, 1993 and November 22, 1996.

10vv Trust Agreement between Pacific Telesis Group and
Bankers Trust Company, as successor Trustee, in
connection with the Pacific Telesis Group Deferred
Compensation Plan for the Nonemployee Directors (Exhibit
10vv to Form SE filed March 23, 1989 in connection with
the Corporation's Form 10-K for 1988).

10vv(i) Amendment to Trust Agreement No. 2 effective
December 11, 1992 (Exhibit 10vv(i) to Form SE
filed March 26, 1993 in connection with the
Corporation's Form 10-K for 1992).

10vv(ii) Amendment to Trust Agreement No. 2, effective
May 28, 1993 (Exhibit 10vv(ii) to Form 10-K
for 1993).

10ww Trust Agreement No. 3 between Pacific Telesis Group and
Bankers Trust Company in connection with the
Corporation's executive supplemental pension benefits
(Exhibit 10kk(iv) to Form 10-K for 1993).

10ww(i) Amendment to Trust Agreement No. 3, effective
November 22, 1996.

11 Computation of Earnings per Common Share.

12 Ratio of Earnings to Fixed Charges.

18 Preferability Letter on Discretionary Accounting Change.

21 Subsidiaries of Pacific Telesis Group.

23 Consent of Independent Accountants.

24 Powers of Attorney executed by Directors and Officers
who signed this Form 10-K.

27 Financial Data Schedule.

99a Annual Report on Form 11-K for the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Salaried
Employees for the year 1996 (To be filed as an amendment
within 180 days).

99b Annual Report on Form 11-K for the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Nonsalaried

118

<PAGE>

Employees for the year 1996 (To be filed as an amendment
within 180 days).

The Corporation will furnish to a security holder upon request a copy of any
exhibit at cost.

(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the fourth quarter of 1996.

119

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PACIFIC TELESIS GROUP

BY /s/ William E. Downing
-------------------------
William E. Downing,
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

DATE: March 31, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Philip J. Quigley,* Chairman of the Board, President and
Chief Executive Officer

/s/ William E. Downing, Executive Vice President,
Chief Financial Officer and Treasurer

Gilbert F. Amelio,* Director Lewis E. Platt,* Director

William P. Clark,* Director Toni Rembe,* Director

Herman E. Gallegos,* Director S. Donley Ritchey,* Director

Frank C. Herringer,* Director Richard M. Rosenberg,* Director

Mary S. Metz,* Director

*BY /s/ William E. Downing
------------------------------------
William E. Downing, attorney-in-fact

DATE: March 31, 1997

120

<PAGE>

Sheet 1 of 3

PACIFIC TELESIS GROUP AND
SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in millions)

- ---------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------

Allowance for Doubtful Accounts
- -------------------------------
Additions
--------------------
(1) (2)
Charged to Charged
Balance at Costs and to Other Balance at
End of Prior Expenses Accounts Deductions End of
Period (a) (b) (c) Period
- ---------------------------------------------------------------------------
Year 1996 $132 $132 $217 $318 $163
Year 1995 $134 $167 $147 $316 $132
Year 1994 $138 $151 $143 $298 $134
===========================================================================

Reserve for Discontinuing Real Estate Operations
- ------------------------------------------------

Additions

--------------------
(1) (2)
Balance at Charged to Charged Balance at
End of Prior Costs and to Other End of
Period Expenses Accounts Deductions Period
- ---------------------------------------------------------------------------
Year 1996 $ 32 $ 0 $0 $ 19 $ 13
Year 1995 $ 51 $ 0 $0 $ 19 $ 32
Year 1994 $338 $ 0 $0 $287 $ 51
===========================================================================

See accompanying notes on Sheet 3 of 3.

121

<PAGE>

Sheet 2 of 3

PACIFIC TELESIS GROUP AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in millions)

- ---------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------

Reserve for Restructuring
- -------------------------

Additions
--------------------
(1) (2)
Balance at Charged to Charged Balance at
End of Prior Costs and to Other Deductions End of
Period Expenses Accounts (d) Period
- ---------------------------------------------------------------------------
Year 1996 $ 228 $ 0 $ 0 $131 $ 97
Year 1995 $ 819 $ 0 $ 0 $591 $ 228
Year 1994 $1,097 $ 0 $ 0 $278 $ 819
===========================================================================

Various Other Reserves
- ----------------------

Additions
--------------------
(1)
Charged to (2)
Balance at Costs and Charged Balance at
End of Prior Expenses to Other End of
Period (e) Accounts Deductions Period
- ---------------------------------------------------------------------------
Year 1996 $66 $ 43 $ 0 $ 6 $ 103
Year 1995 $68 $ 0 $ 0 $ 2 $ 66
Year 1994 $90 $ 0 $ 0 $22 $ 68
===========================================================================

See accompanying notes on Sheet 3 of 3.

122

<PAGE>

Sheet 3 of 3

PACIFIC TELESIS GROUP AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

- --------------------

(a) Provision for uncollectibles includes certain direct write-off items
which are not reflected in this account.

(b) Amounts in this column reflect items of uncollectible interstate and
intrastate accounts receivable purchased from and billed for AT&T and other
interexchange carriers under contract arrangements.

(d) The 1996, 1995 and 1994 amounts reflect ($64), $219 and $62 million of
costs, respectively, for enhanced retirement benefits paid from pension fund
assets which do not require current outlays of the Corporation's funds. The
1996 reversal of $64 million resulted from revised estimates of these
retirement costs.

(e) In the fourth quarter 1996, the Corporation established a reserve of $43
million to reflect the restructuring of portions of its video-related
business.

- --------------------

123

<PAGE>

TELESIS(R) is a registered trademark of Pacific Telesis Group.

124

<PAGE>

EXHIBIT INDEX

Exhibits identified in parentheses below as on file with the SEC are
incorporated herein by reference as exhibits hereto. Unless otherwise
indicated, all exhibits so incorporated are from File No. 1-8609. All
management contracts or compensatory plans or arrangements required to be
filed as exhibits to this Form 10-K pursuant to Item 14(c) are filed as
Exhibits 10aa through 10ww.

Exhibit
Number Description
------- -----------

2 Agreement and Plan of Merger among Pacific Telesis Group, SBC
Communications, Inc. and SBC Communications (NVI, Inc.), dated
as of April 1, 1996 (Exhibit 2 to Form 8-K filed April 1,
1996).
3a Articles of Incorporation of Pacific Telesis Group, as amended
to June 17, 1988 (Exhibit 3a to Registration Statement No.
33-24765).

3b By-Laws of Pacific Telesis Group, as amended April 1, 1996.

4a Rights Agreement, dated as of September 22, 1989, between
Pacific Telesis Group and The First National Bank of Boston, as
successor Rights Agent, which includes as Exhibit B thereto the
form of Rights Certificate (Exhibits 1 and 2 to Form SE filed
September 25, 1989 as part of Form 8-A).

4a(i) Amendment to Rights Agreement, dated as of April 1,
1996.

4b No instrument which defines the rights of holders of long- and
intermediate-term debt of Pacific Telesis Group and its
subsidiaries is filed herewith pursuant to Regulation S-K, Item
601(b)(4)(iii)(A). Pursuant to this regulation, Pacific
Telesis Group hereby agrees to furnish a copy of any such
instrument to the SEC upon request.

10e Separation Agreement by and between the Corporation and PacTel
Corporation dated as of October 7, 1993, and amended November
2, 1993 and March 25, 1994 (Exhibit 10e to Form 10-K for 1993).

10e(i) Amendment No. 3 to Separation Agreement effective as
of April 1, 1994 (Exhibit 10e(i) to Form 10-K for
1994).

10aa Pacific Telesis Group Short Term Incentive Plan (Attachment A
to Pacific Telesis Group's 1995 Proxy Statement, including
Pacific Telesis Group's 1994 Consolidated Financial Statements
filed March 13, 1995).

10aa(i) Resolution amending the Plan, effective November 15,
1996.

125

<PAGE>

10bb Pacific Telesis Group Senior Management Long Term Incentive
Plan (Attachment A to Pacific Telesis Group's 1995 Proxy
Statement, including Pacific Telesis Group's 1994 Consolidated
Financial Statements filed March 13, 1995).

10cc Pacific Telesis Group Executive Life Insurance Plan (Exhibit
10cc to Form SE filed March 27, 1987 in connection with the
Corporation's Form 10-K for 1986).

10cc(i) Resolutions amending the Plan, effective April 1,
1994 (Exhibit 10cc(i) to Form 10-K for 1993).

10dd Pacific Telesis Group Executive Disability and Survivor
Protection Plan, as amended and restated effective July 1, 1995
(Exhibit 10dd to Form 10-K for 1995).

10ee Pacific Telesis Group Senior Management Transfer Program
(Exhibit 10ee to Registration Statement No. 2-87852).

10ff Pacific Telesis Group Senior Management Financial Counseling
Program (Exhibit 10ff to Registration Statement No. 2-87852).

10gg Pacific Telesis Group Deferred Compensation Plan for
Nonemployee Directors.

10hh Description of Pacific Telesis Group Directors' and Officers'
Liability Insurance Program (Exhibit 10hh to Form 10-K for
1993).

10ii Description of Pacific Telesis Group Plan for Nonemployee
Directors' Travel Accident Insurance (Exhibit 10ii to Form SE
filed March 26, 1990 in connection with the Corporation's Form
10-K for 1989).

10jj Pacific Telesis Group 1994 Stock Incentive Plan (Attachment A
to Pacific Telesis Group's 1994 Proxy Statement, including
Pacific Telesis Group's 1993 Consolidated Financial Statements
filed March 11, 1994, and amended March 14 and March 25, 1994).

10jj(i) Resolutions amending the Plan, effective January 1,
1995 (Attachment A to Pacific Telesis Group's 1995
Proxy Statement including Pacific Telesis Group 1994
Consolidated Financial Statements filed March 13,
1995).

10kk Pacific Telesis Group Executive Supplemental Cash Balance
Pension Plan as amended and restated as of July 1, 1996.

10ll Pacific Telesis Group Executive Deferral Plan as amended and
restated December 1, 1995 (Exhibit 10ll to Form 10-K for 1995).

10mm Description of Pacific Telesis Group Personal Umbrella
Liability Insurance (Exhibit 10mm to Form 10-K for 1994).

10nn Pacific Telesis Group 1996 Executive Deferred Compensation
Plan.

126

<PAGE>

10oo Pacific Telesis Group Outside Directors' Deferred Stock Unit
Plan (Exhibit 10oo to Form 10-K for 1995).

10pp Employment Contracts for Certain Senior Officers of Pacific
Telesis Group (Exhibit 10pp to Form SE filed March 23, 1989 in
connection with the Corporation's Form 10-K for 1988).

10pp(i) Schedule to Exhibit 10pp (Exhibit 10pp(i) to Form 10-
K for 1993).

10pp(ii) Employment contracts for certain senior officers of
Pacific Telesis Group (Exhibit 10pp(ii) to Form 10-K
for 1993).

10pp(iii) Employment contract for senior officer of Pacific
Telesis Group (Exhibit 10pp(iii) to Form 10-Q for the
quarter ended September 30, 1994).

10pp(iv) Employment contract for certain senior officers of
Pacific Telesis Group (Exhibit 10pp(iv) to Form 10-K
for 1994).

10pp(v) Supplemental Benefit Agreement for senior officer of
Pacific Telesis Group (Exhibit 10pp(v) to Form 10-K
for 1995).

10pp(vi) Executive supplemental benefit agreement (Exhibit
10rr to Form 10-K for 1993).

10pp(vii) Agreements for certain senior officers of Pacific
Telesis Group.

10qq Pacific Telesis Group 1996 Director's Deferred Compensation
Plan.

10rr [Intentionally omitted]

10ss Pacific Telesis Group Outside Directors' Retirement Plan, as
amended and restated effective January 26, 1996 (Exhibit 10ss
to Form 10-K for 1995).

10tt Representative Indemnity Agreement between Pacific Telesis
Group and certain of its officers and each of its directors
(Exhibit 10tt to Form SE filed March 29, 1988 in connection
with the Corporation's Form 10-K for 1987).

10uu Trust Agreement between Pacific Telesis Group and Bankers Trust
Company, as successor Trustee, in connection with the Pacific
Telesis Group Executive Deferral Plan (Exhibit 10uu to Form SE
filed March 23, 1989 in connection with the Corporation's Form
10-K for 1988).

10uu(i) Amendment to Trust Agreement No. 1 effective December
11, 1992 (Exhibit 10uu(i) to Form SE filed March 26,
1993 in connection with the Corporation's Form 10-K
for 1992).

127

<PAGE>

10uu(ii) Amendment to Trust Agreement No. 1, effective May 28,
1993 (Exhibit 10uu(ii) to Form 10-K for 1993).

10uu(iii) Amendment to Trust Agreement No. 1, effective
November 15, 1993 (Exhibit 10uu(iii) to Form 10-K for
1993).

10uu(iv) Amendment to Trust Agreement No. 1, effective
September 1, 1993 and November 22, 1996.

10vv Trust Agreement between Pacific Telesis Group and Bankers Trust
Company, as successor Trustee, in connection with the Pacific
Telesis Group Deferred Compensation Plan for the Nonemployee
Directors (Exhibit 10vv to Form SE filed March 23, 1989 in
connection with the Corporation's Form 10-K for 1988).

10vv(i) Amendment to Trust Agreement No. 2 effective December
11, 1992 (Exhibit 10vv(i) to Form SE filed March 26,
1993 in connection with the Corporation's Form 10-K
for 1992).

10vv(ii) Amendment to Trust Agreement No. 2, effective May 28,
1993 (Exhibit 10vv(ii) to Form 10-K for 1993).

10ww Trust Agreement No. 3 between Pacific Telesis Group and Bankers
Trust Company in connection with the Corporation's executive
supplemental pension benefits (Exhibit 10kk(iv) to Form 10-K
for 1993).

10ww(i) Amendment to Trust Agreement No. 3, effective
November 22, 1996.

11 Computation of Earnings per Common Share.

12 Ratio of Earnings to Fixed Charges.

18 Preferability Letter on Discretionary Accounting Change.

21 Subsidiaries of Pacific Telesis Group.

23 Consent of Independent Accountants.

24 Powers of Attorney executed by Directors and Officers who
signed this Form 10-K.

27 Financial Data Schedule.

99a Annual Report on Form 11-K for the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Salaried Employees
for the year 1996 (To be filed as an amendment within 180
days).

99b Annual Report on Form 11-K for the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Nonsalaried
Employees for the year 1996 (To be filed as an amendment within
180 days).

128

<PAGE>

Exhibit 3b
----------

BY-LAWS

PACIFIC TELESIS GROUP

(As amended April 1, 1996)

Table of Contents

Article I, Offices ..................................................... 1
Article II, Meetings of Stockholders.................................... 1
Article III, Directors.................................................. 4
Article IV, Notices..................................................... 5
Article V, Officers..................................................... 6
Article VI, Certificates of Stock....................................... 7
Article VII, Seal....................................................... 7
Article VIII, Amendments................................................ 7
Article IX, Control Share Statute....................................... 8

<PAGE>

BY-LAWS

PACIFIC TELESIS GROUP

(As amended April 1, 1996)

ARTICLE I

Offices

Section 1. The principal office of the corporation in the State of
Nevada shall be located at 645 East Plumb Lane, in the City of Reno, County of
Washoe.

Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors or
officers may from time to time determine or the business of the corporation
may require.

ARTICLE II

Meetings of Stockholders

Section 1. Annual and special meetings of the stockholders shall be held
at such time and place within or without the State of Nevada as shall be
stated in the notice of the meeting, or in a duly executed waiver of notice
thereof.

Section 2. The annual meeting of the stockholders shall be held on such
date as may be designated by the Board of Directors, at which meeting the
stockholders shall elect by a plurality vote those members of the Board of
Directors who are to be elected at such meeting, and transact such other
business as shall properly be brought before the meeting. (As amended
March 22, 1991)

Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board or by the President
and shall be called by the Chairman of the Board, the President or Secretary
at the request in writing of a majority of the Board of Directors or the
holders of sixty-six and two-thirds percent (66-2/3%) of the shares entitled
to vote at such meeting. Such request shall state the purpose or purposes of
the proposed meeting.

Section 4. The directors may fix a day not more than 60 days prior to
the holding of any meeting of the stockholders as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice of or to vote at such meeting.

Section 5. Notices of meetings of stockholders shall be in writing and
signed by the Chairman of the Board, the President, the Secretary or an

<PAGE>

Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which, and the
time for when, the meeting is called, and the place where it is to be held. A
copy of such notice shall be either delivered personally or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) or more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as
it appears on the records of the corporation, and upon such mailing of any
such notice, the service thereof shall be complete, and the time of the notice
shall begin to run from the date upon which such notice is deposited in the
mail for transmission to such stockholder. Delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership,
shall constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery or mailing
of the notice of and prior to the holding of the meeting it shall not be
necessary to deliver or mail notice of the meeting to the transferee.

Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 7. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
scheduled.

Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the Articles of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.

Section 9. At any meeting of the stockholders, any stockholder may be
represented and have his shares voted by a proxy or proxies appointed by an
instrument in writing executed by the stockholder of record; provided,
however, that no such instrument may appoint more than three persons to act as
proxies at any such meeting, and if an instrument shall purport to appoint
more than three persons to act as proxies the corporation shall recognize as
proxies only the first three persons listed as appointed. In the event that
an instrument in writing executed by a stockholder of record shall designate
two or three persons to act as proxies, a majority of such persons present at
the meeting, or, if only one shall be present, then that one shall have and
may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide.
No such instrument shall be valid except for the purposes expressly stated
therein, and shall not be valid after the expiration of six months from the
date of its execution, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue

<PAGE>

in force, which in no case shall exceed seven years from the date of its
execution. Subject to the above, any written instrument appointing a proxy or
proxies and duly executed by a stockholder of record shall, unless otherwise
limited by its terms, continue in full force and effect until a written
instrument bearing a later date is filed with the Secretary of the
corporation, which instrument by its terms either revokes the earlier
appointment or creates a new appointment.

Section 10. No action required or permitted to be taken at an annual or
special meeting of the stockholders of the corporation may be taken without a
meeting, and the power of the stockholders to consent in writing without a
meeting to the taking of any action is specifically denied. (As amended
October 1, 1989)

Section 11. To be properly brought before the annual meeting, business
must be either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business
to be properly brought before the annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation,
addressed to the attention of the Secretary of the corporation, within the
time specified in the federal proxy rules for timely submission of a
stockholder proposal or, if not within such time, then not less than
twenty-five days nor more than sixty days prior to the meeting; provided,
however, that in the event that less than fifty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received by the earlier of (a) the
close of business on the fifteenth day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure was
made, whichever first occurs, and (b) two days prior to the date of the
meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting,
(ii) the name and record address of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with
the procedures set forth in this Section 11; provided, however, that nothing
in this Section 11 shall be deemed to preclude discussion by any stockholder
of any business properly brought before the annual meeting.

The Chairman of the Board of Directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 11, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted. (As
amended September 24, 1993)

Section 12. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors at the annual meeting or by

<PAGE>

the written consent of the shareholders, by or at the direction of the Board
of Directors, may be made by any Nominating Committee or person appointed by
the Board of Directors; nominations may also be made by any shareholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 12. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
corporation addressed to the attention of the Secretary of the corporation not
less than twenty-five days prior to the meeting or the date the shareholders
are first solicited for their consents as the case may be; provided, however,
that, in the case of an annual meeting and in the event that less than fifty
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so
received not later than the earlier of (a) the close of business on the
fifteenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs,
or (b) two days prior to the date of the meeting. Such shareholder's notice
to the Secretary shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares
of capital stock of the corporation which are beneficially owned by the
person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice,
(i) the name and record address of the shareholder and (ii) the class, series
and number of shares of capital stock of the corporation which are
beneficially owned by the shareholder. The corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation. No person shall be
eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth herein.

In connection with any annual meeting, the Chairman of the Board of
Directors shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. (As amended September 24, 1993)

ARTICLE III

Directors

Section 1. The business of the corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

Section 2. The Board of Directors of the corporation may hold meetings,
annual, regular and special, either within or without the State of Nevada.

<PAGE>

Section 3. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a
quorum shall be present.

Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or a Vice Chairman, and shall be
called by the Chairman of the Board, the President or Secretary on written
request of a majority of the directors. Notice of special meetings shall be
given by the Secretary or an Assistant Secretary of the corporation to each
director personally or by telephone, facsimile transmission or telegram at
least two (2) hours before the meeting, or by mailing written notice at least
four (4) days before the meeting. (As amended October 28, 1988)

Section 5. A majority of the Board of Directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute or by the Articles of
Incorporation. A director may participate in any such meeting by means of a
conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to any such communications method constitutes presence in
person at such meeting. Whenever any director participates in a meeting by
means of any such communications method, each of the persons participating in
the meeting shall sign the minutes thereof. Any action required or permitted
to be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject matter thereof.

Section 6. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

Section 7. Unless other procedures are established by resolution adopted
by the Board of Directors, the provisions of Sections 3, 4 and 5 of this
Article III shall be applicable to committees of the Board of Directors, if
any are established. For such purpose, references to the "Board" or the
"Board of Directors" shall be deemed to refer to each such committee. The
committees shall keep regular minutes of their proceedings and report the same
to the Board when required. (As amended July 28, 1989)

ARTICLE IV

Notices

Section 1. Notice to directors may be given by the Secretary or an
Assistant Secretary of the corporation to each director by mail, personally or
by telephone, facsimile transmission or telegram. (As amended September 22,

<PAGE>

1989)

Section 2. Whenever all parties entitled to vote at any meeting, whether
of directors or stockholders, consent, either by a writing on the records of
the meeting or filed with the Secretary, or by presence at such meeting an
oral consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid
as if had at a meeting regularly called and noticed. At such meeting any
business may be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is made at the
time. If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of said meeting
may be ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all parties having the right
to vote at such meetings; and such consent or approval of stockholders may be
by proxy or attorney, but all such proxies and powers of attorney must be in
writing.

Section 3. Whenever any notice whatsoever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall hold office at the pleasure of the Board. The officers
of the corporation shall consist of a Chairman of the Board, a President, such
Vice Chairmen of the Board, such Executive Vice Presidents and Vice Presidents
as the Board of Directors may elect, a Secretary, a Treasurer, such Assistant
Secretaries and Assistant Treasurers and such other officers as the Board of
Directors may elect. (As amended January 22, 1988)

Section 2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer and shall have
responsibility for the overall operations of the corporation; shall preside at
all meetings of the Board of Directors and of the Executive Committee, if one
be appointed, and of the stockholders; and shall perform such other duties as
the Board of Directors may from time to time assign.

Section 3. Vice Chairman of the Board of Directors. Each Vice Chairman
of the Board of Directors, if any is chosen, shall perform such duties as may
from time to time be delegated to him by the Chairman of the Board or as may
be assigned by the Board of Directors.

Section 4. Other Officers. Each Executive Vice President, each Vice
President, the Secretary, each Assistant Secretary, the Treasurer, each
Assistant Treasurer and each other officer elected by the Board shall have
such powers and perform such duties as the Board of Directors or the Chairman
of the Board of Directors may from time to time direct. (As amended July 28,
1989)

Section 5. Resident Agent. The Board of Directors shall choose the

<PAGE>

resident agent of the corporation, which may be either an individual or
corporation, resident or located in the State of Nevada. All legal process
and any demand or notice authorized by law to be served upon the corporation
may be served upon the resident agent in the manner provided by law.

ARTICLE VI

Certificates of Stock

Section 1. The Board of Directors may direct a new stock certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed. The Board of Directors
may, from time to time, authorize the issuance of new certificates in place of
lost or destroyed certificates, without the necessity of action by the Board
of Directors in each particular case, upon the filing with such officers of
the corporation or such other persons as the Board of Directors may designate
of an affidavit or information and a bond of indemnity or indemnity agreement
satisfactory to such designated officers or persons, or any of them.

Section 2. Stockholders of Record. The corporation shall be entitled to
recognize the exclusive right of the person registered on its books, whether
individually or as a trustee, pledgee or otherwise, as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.

Section 3. The Board of Directors may fix a time as a record date for
the determination of stockholders entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any change, conversion or exchange of shares, and only stockholders of record
on that date shall be entitled to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be.

ARTICLE VII

Seal

The corporate seal shall have inscribed thereon the name of the
corporation and the year of its incorporation.

ARTICLE VIII

Amendments

These By-Laws may be altered, amended or repealed at any time by action
of the Board of Directors. These By-Laws may also be altered, amended or

<PAGE>

repealed by action of the stockholders at any meeting of the stockholders if
notice of such alteration, amendment or repeal be contained in the notice of
such meeting; provided, however, that any alteration, amendment or repeal of
these By-Laws by action of the stockholders must be approved by the vote of a
least sixty-six and two-thirds percent (66-2/3%) of the voting power of the
shares of this corporation entitled to vote in the election of directors,
voting as one class.

ARTICLE IX

Control Share Statute

Section 1. Shares of this corporation's capital stock beneficially owned
by an acquiring person, as such term is defined in Section 78.3782 of the
Nevada Revised Statutes, shall be redeemable as provided in Section 78.3792 of
the Nevada Revised Statutes. This corporation specifically reserves all
rights accorded to it under Sections 78.378-78.3793 of the Nevada Revised
Statutes, including the right to elect not to be governed by such provisions
under Section 78.378 of the Nevada Revised Statutes. (As amended
September 22, 1989)

Section 2. The provisions of Nevada Revised Statutes Sections 78.378 and
78.3793, inclusive, do not apply to any acquisition of a controlling interest
in this Corporation by SBC Communications Inc., a Delaware corporation
("SBC"), pursuant to the Agreement and Plan of Merger dated as of April 1,
1996, among this Company, SBC Communications Inc. and SBC Communications (NV)
Inc., a Nevada corporation, as the same may be amended, modified or
supplemented. (As amended April 1, 1996)

<PAGE>

Exhibit 4a
----------

AMENDMENT TO RIGHTS AGREEMENT

AMENDMENT, dated as of April 1, 1996, to the Rights Agreement, dated as of
September 22, 1989 (the "Rights Agreement"), between Pacific Telesis Group, a
Nevada corporation (the "Company"), and The First National Bank of Boston, as
Rights Agent (the "Rights Agent").

WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from
time to time prior to the Distribution Date (as defined therein) supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof; and

WHEREAS, it is proposed that the Company enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), among the Company, SBC Communications Inc. ("SBC") and SBC
Communications (NV) Inc., a Nevada corporation ("Merger Sub"); and

WHEREAS, the Board of Directors of the Company has determined that the Merger
and the other transactions contemplated by the Merger Agreement are fair to
and in the best interests,of the Company and its stockholders; and

WHEREAS, the Board of Directors has determined that it is in the best interest
of the Company and its stockholders to amend the Rights Agreement to exempt
the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.

NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Rights Agreement as follows:

1. Section l(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:

"Neither SBC Communications, Inc., a Delaware corporation ("SBC"),
SBC Communications (NV) Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), nor any of their
respective Subsidiaries, shall be deemed to be an Acquiring Person
with respect to-and to the extent that shares of Common Stock are
acquired by such entities or their Affiliates or Subsidiaries in
connection with the transactions contemplated by the Agreement and
Plan of Merger (as it may be amended or supplemented from time to
time, the "Merger Agreement") entered into as of April 1, 1996,
among the Company, SBC and Merger Sub."

2. Section l(b) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:

"Neither SBC, nor Merger Sub nor any of their respective
Subsidiaries, shall be deemed to be an Adverse Person with respect
to and to the extent that shares of Common Stock are acquired by

<PAGE>

such entities or their Affiliates or Subsidiaries in connection with
the transactions contemplated by the Merger Agreement."

3 Section 30 of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:

"Nothing in this Agreement shall be construed to create or cause a
Distribution Date or Stock Acquisition Date or give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with the Merger Agreement
or any transactions contemplated by the Merger Agreement."

4. Sections 24(a)(i), (a)(ii) and (b) are hereby amended by deleting
each subsection in its entirety and substituting therefor the
following:

"24. Termination and Exchange.

(a)(i) The Board of Directors of the Company may, at its option, at
any time prior to the earlier of (x) the Stock Acquisition Date or
such time as any Person may become an Adverse Person or (y) 5 p.m.,
San Francisco time, on the Final Expiration Date, terminate the
Rights without any payment to any holder thereof.

(ii) In addition, and notwithstanding the provisions of Section
24(a)(i), the Board of Directors of the Company may terminate the
Rights without any payment to any holder thereof following the Stock
Acquisition Date or such time as any Person may become an Adverse
Person but prior to any event described in Section 13(a) either (x)
in connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other
than as a holder of Common Stock being treated like all other such
holders) an Acquiring Person or adverse Person or an Affiliate of
Associate thereof or any other Person in which such Acquiring
Person, Adverse Person or Affiliate or Associate thereof has any
interest, or any other Person acting directly or indirectly on
behalf of or in association with any such Acquiring Person, Adverse
Person, or Affiliate or Associate thereof, or (y) following the
occurrence of an event set forth in, and the expiration of any
periods during which the holder of Rights may exercise the rights
under section 11(a)(ii) if and for as long as any.Acquiring Person
having triggered such event is not thereafter the Beneficial Owner
of securities representing 20% or more of the outstanding shares of
the Voting Power, and at the time of termination there are no other
Persons who are Acquiring Persons or Adverse Persons.

(b) In the case of a termination permitted under Section 24(a)(i),
immediately upon the action of the Board of Directors of the Company
ordering the termination of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and
without any notice, the right to exercise the Rights will terminate
and each right will thereafter be null and void. In the case of a
termination permitted only under Section 24(a)(ii), evidence of
which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and each right will thereafter be
null and void only after 10 Business Days following the giving of

<PAGE>

notice of such termination to the holders of such Rights if no event
set forth in Section 11(a)(ii) shall have occurred, and, if such
event shall have occurred, upon the later of 10 Business Days
following the giving of such notice or the expiration of any period
during which the rights under Section 11(a)(ii) may be exercised.
Within 10 days after the action of the Board of Directors ordering
any termination of the Rights, the Company shall give notice of such
termination to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to the Rights Agent and to
all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the Transfer Agent for the Common
Stock. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice.

5. Section 24 of the Rights Agreement is hereby amended by adding a new
subsection (d) thereto:

"(d) Notwithstanding anything in this Agreement, the Rights shall
terminate without any payment to any holder thereof immediately
prior to the Effective Time as defined in the Merger Agreement."

6. The second paragraph of Section 3(a) of the Rights Agreement is
hereby amended by deleting the word "redemption" and the immediately
following comma in the parentheticals following the phrase
"Distribution Date" in each of the ninth and fifteenth lines of such
second paragraph.

7. Section 3(b) of the Rights Agreement is hereby amended as follows:
(a) the legend forming a part of Section 3(b) to the Rights
Agreement is hereby amended by deleting the word "redeemed" in the
eleventh line of such legend immediately following the phrase "such
Rights may be" and substituting therefor the word "terminated," and
(b) in the parenthetical in the last paragraph of Section 3(b), the
word "redemption" shall be deleted.

8. Clause (ii) of Section 7(a) of the Rights Agreement is hereby
amended by deleting in its entirety Clause (ii) and substituting in
its place the following:

"(ii) the time at which the Rights are terminated as provided in
Section 24 hereof,"

9. Section 23 of the Rights Agreement is hereby amended to delete the
word "redemption" in line twelve and substitute the word
"termination" therefor.

10. Section 28 of the Rights Agreement is hereby amended by deleting the
word "redeem" in each place in the parenthetical in clause (ii) and
substituting the word "terminate" therefor.

11. This Amendment shall be deemed to be a contract made under the laws
of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

<PAGE>

12. This Amendment may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original, and all of
which together shall constitute but one and the same instrument.

Except as expressly set forth herein, this Amendment shall not by implication
or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and the respective corporate seals to be affixed and attested, all as
of the day and year first above written.

Attest: PACIFIC TELESIS GROUP

[SEAL]

/s/ Duane G. Henry /s/ Jim R. Moberg
Duane G. Henry Jim R. Moberg
Assistant Secretary Executive Vice President

Attest: THE FIRST NATIONAL BANK OF
BOSTON
[SEAL]

/s/ Deborah N. Norris /s/ Darlene M. DioDato
Deborah N. Norris Darlene M. DioDato
Director Managing Director

<PAGE>

Exhibit 10aa
------------

Executive Resolution

Pacific Telesis Group Short Term Incentive Plan

Administrative Amendment

WHEREAS the Compensation and Personnel Committee of the Board of
Directors of this Corporation on December 17, 1993 determined that it is
appropriate from time to time to accelerate payment of awards under the
Pacific Telesis Group Short Term Incentive Plan (the"Plan") and directed the
Executive Vice President-Human Resources to make an administrative amendment
to the Plan for such purpose;

Now, T h e r e f o r e , be it

RESOLVED that, effective November 15, 1996, Section 4 of the Plan is
hereby amended by the addition of the following new part (d) at the end
thereof:

(d) Notwithstanding the provisions of Section 2 with respect to the
timing of payment of awards, the Committee may direct that a percentage
of an eligible employee's Standard Award for a Performance Year may be
paid immediately prior to the end of the Performance Year, with the
balance to be distributed at such time as the final determination of the
award, provided that such percentage shall be determined in a manner so
as to be reasonably certain that the amount paid will not exceed the
award finally determined after application of the applicable performance
criteria.

These resolutions are made pursuant to the delegation of authority granted to
the undersigned by Section 8 of the Plan.

Executed on November 21, 1996
at San Francisco, California, by Approved,

/s/ J. R. Moberg /s/ R. W. Odgers
- ------------------------ -----------------------
J. R. Moberg R.W. Odgers
Executive Vice President- Executive Vice President
Human Resources and General Counsel
Pacific Telesis Group Pacific Telesis Group

<PAGE>

Exhibit 10gg
------------

PACIFIC TELESIS GROUP

DEFERRED COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS

(Restated as Amended as of November 17, 1995)

<PAGE>

TABLE OF CONTENTS

PAGE
----

1. ELIGIBILITY .............................................. 1
2. PARTICIPATION ............................................ 1
3. DEFERRED ACCOUNTS ........................................ 1
4. DISTRIBUTION ............................................. 1
5. MISCELLANEOUS ............................................ 2

<PAGE>

1. ELIGIBILITY

Each member of the Board of Directors of Pacific Telesis Group ("PTG" or the
"Company") who is not an employee of the Company, or any of its subsidiaries,
is eligible to participate in a Deferred Compensation Plan for Non-Employee
Directors ("Plan").

2. PARTICIPATION

(a) Prior to the beginning of any calendar year, commencing with the
calendar year 1985, each eligible Director or designated Director may elect to
participate in the Plan by directing that all or any part of the compensation
which would otherwise have been payable currently for services as a Director
(including fees payable for services as a member of a committee of the Board)
during such calendar year and subsequent calendar years shall be credited to a
deferred compensation account subject to the terms of the Plan.
Notwithstanding the foregoing, no deferral election made under this Section 2
shall be effective with respect to compensation payable during any calendar
year after 1995.

(b) An election to participate in the Plan shall be in the form of a
document executed by the Director and filed with the Secretary of the Company.
An election related to fees otherwise payable currently in any calendar year
shall become irrevocable on the last day prior to the beginning of such
calendar year. An election shall continue until a Director ceases to be a
Director or until he or she terminates or modifies such election by written
notice. Any such termination or modification shall become effective as of the
end of the calendar year in which such notice is given with respect to all
fees otherwise payable in subsequent calendar years.

(c) A Director who has filed a termination of election may thereafter
again file an election to participate for any calendar year or years
subsequent to the filing of such election.

3. DEFERRED ACCOUNTS

Deferred amounts shall be credited to the Director's account and shall bear
interest from the date such fees would otherwise have been paid. The interest
credited to the account will be compounded annually at the end of each
calendar year shall be determined by the PTG Board of Directors from time to
time.

4. DISTRIBUTION

(a) At the time of election to participate in the Plan, a Director shall
make an election with respect to the distribution of amounts deferred under
the Plan plus accumulated interest. A Director may elect to receive such
amounts in one payment or in some other number of approximately level annual
installments (not exceeding 15). The amount of an annual installment shall be
calculated by dividing the total amount, including interest, credited to the
Director's account immediately prior to such installment by the remaining
number of installments. As specified by the Director, the first installment
(or the single payment if the Director has so elected) shall be paid as soon
as practicable after the first day of the calendar year following (i) the
calendar year in which the Director ceases to be a Director of the Company or
any of its subsidiaries, (ii) the calendar year in which the Director attains

<PAGE>

a specified age (between age 59-1/2 and 75), (iii) the earlier of a specified
number of years (maximum of five) after the Director ceases to be a Director
of the Company or any of its subsidiaries or the attainment of age 75, or (iv)
the earlier of the attainment of a specified age (but not younger than 59-1/2)
or the calendar year in which the Director ceases to be a Director of the
Company or any of its subsidiaries. Subsequent installments shall be paid on
the first day of each succeeding calendar year until the entire amount
credited to the Director's account is paid. Amounts held pending distribution
pursuant to this Item shall continue to accrue interest at the rate stated in
Item 3.

(b) The election with respect to the distribution of amounts deferred
under the Plan plus accumulated interest shall be contained in the document,
referred to in Item 2(b), executed by the Director and filed with the
Secretary of the Company. Such an election related to fees otherwise payable
currently in any calendar year shall become irrevocable on the last day prior
to the beginning of such calendar year.

(c) Notwithstanding an election pursuant to Item 4(a), in the event a
Director ceases to be a Director of the Company or any of its subsidiaries and
becomes a proprietor, officer, partner, employee, or otherwise becomes
affiliated with any business that is in competition with the Company or any of
its subsidiaries, or becomes employed by any governmental agency having
jurisdiction over the activities of the Company or any of its subsidiaries,
the entire balance of deferred fees, including interest, shall be paid
immediately in a single payment.

(d) A Director may elect that, in the event the Director should die
before full payment of all amounts credited to the Director's account, the
balance of the deferred amounts shall be distributed in one payment, or in a
number of annual installments (not exceeding 10), or by a continuation of the
installment distributions being made or to be made to the Director, to the
beneficiary or beneficiaries designated in writing by the Director, or if no
designation has been made, to the estate of the Director in a single payment.
The first installment (or the single payment if the Director has so elected,
shall be paid on or about the first day of the calendar quarter next following
the month of death. The preceding sentence shall not apply if the beneficiary
or the beneficiaries are to receive a continuation of installment
distributions being made or to be made to the Director. [Entire of (d)
amended December 18, 1992]

(e) For purposes of determining when a distribution shall be made under
this Section 4, a member of the Board of Directors of Pacific Telesis Group
who becomes a member of the Board of Directors of PacTel Corporation on or
before the total and complete separation of PacTel Corporation from Pacific
Telesis Group shall not be considered to have ceased to be a Director of the
Company or any of its subsidiaries until he or she ceases to be a member of
the Board of Directors of PacTel Corporation. [Entire of (e) added February
25, 1994.]

5. MISCELLANEOUS

(a) The rights of a Director to any deferred fees and/or interest
thereon shall be those of a general creditor and shall not be subject in any
manner to assignment by the Director.

<PAGE>

(b) The Company shall not be required to reserve, or otherwise set
aside, funds for the payment of its obligations hereunder. The Company's
obligation to pay the deferred amounts shall be unfunded as to the Director.

(c) Copies of the Plan and any and all amendments thereto shall be made
available at all reasonable times at the office of the Secretary of the
Company to all Directors.

(d) The Executive Vice President, Human Resource Department of PTG, with
the approval of the Executive Vice and General Counsel of PTG, shall be
authorized to make minor or administrative changes to the Plan.

<PAGE>

Exhibit 10ii
------------

DESCRIPTION OF PACIFIC TELESIS GROUP
NONEMPLOYEE DIRECTORS' TRAVEL ACCIDENT INSURANCE PROGRAM

Coverage: Nonemployee Directors' Travel Accident

Insured: All Nonemployee Directors of Pacific Telesis Group under age 72.

Limits: $250,000 per $250,000 to $62,500 for dismemberment,
Director depending upon the injury. Beneficiary will
$1,000,000 receive $250,000 for loss of life should
Aggregate per death occur while traveling on behalf of the
accident Corporation.

The Accidental Death benefit will increase 10%
if loss of life results from a covered
accident, while riding in a private passenger
car and wearing a seatbelt.
Deductibles: None

Description: The program provides coverage for nonemployee Directors' under
the age of 72 while traveling on behalf of the Corporation for
accidental death and/or dismemberment. This is an accident
policy and does not provide coverage for loss caused by or
resulting from illness, disease, or bodily infirmity.

Exclusions: Exclusions include: Suicide, attempted suicide or self-imposed
injury, while sane or insane, war or acts or war, injury
resulting from full time active duty in any armed forces, taking
part in a felony, travel or flight in any spacecraft, sickness,
disease, bodily or mental infirmity, or medical or surgical
treatment thereof.

Exhibit 10kk

TABLE OF CONTENTS

Page

SECTION 1. INTRODUCTION AND PURPOSE .............................. 1
Section 1.1 Introduction ....................................... 1
Section 1.2 Purpose ............................................ 1

SECTION 2. ELIGIBILITY ........................................... 1
Section 2.1 Participation ...................................... 1
Section 2.2 Mandatory Retirement................................ 1
Section 2.3 Eligibility For Executive Pension .................. 2
Section 2.4 CFEP Executive ..................................... 2

SECTION 3. EXECUTIVE PENSION ..................................... 3
Section 3.1 Amount ............................................. 3
Section 3.2 Applicable Formula for Total Benefit ............... 3
Section 3.3 Basic Benefit ...................................... 4
Section 3.4 Officer Minimum Benefit ............................ 5
Section 3.5 Cash Balance Benefit ............................... 6
Section 3.6 Officer Supplemental Benefit ....................... 8
Section 3.7 Special Increases .................................. 9

SECTION 4. DISTRIBUTION .......................................... 9
Section 4.1 Pensions ........................................... 9
Section 4.2 Notification Of and Application For Benefits ....... 10
Section 4.3 Deferred Payment Date .............................. 10
Section 4.4 Death Following Annuity Start Date.................. 11

SECTION 5. WELFARE BENEFITS FOR CERTAIN PARTICIPANTS ............ 11
Section 5.1 Eligibility ........................................ 11
Section 5.2 Benefits ........................................... 11

SECTION 6. DISTRIBUTION AT PARTICIPANT'S DEATH .................... 11
Section 6.1 Dies After Annuity Start Date....................... 11
Section 6.2 Dies Before Annuity Start Date ..................... 12
Section 6.3 Regular Surviving Spouse Benefit ................... 12
Section 6.4 Surviving Spouse Cash Balance Benefit .............. 13
Section 6.5 Form and Time of Payment ........................... 13

SECTION 7. DEATH BENEFITS ......................................... 14
Section 7.1 Eligibility and Waiver ............................. 14
Section 7.2 Benefits ........................................... 15

SECTION 8. RIGHTS TO BENEFITS ..................................... 15
Section 8.1 Entitlement to Benefits............................. 15
Section 8.2 Effect of Reemployment ............................. 15
Section 8.3 Forfeiture for Misconduct .......................... 16
Section 8.4 Waiver in Absence of Claims Release................. 16
Section 8.5 Waiver by Damage Claims or Suits.................... 16
Section 8.6 Offset for Judgment or Settlement................... 17
Section 8.7 Offset for Payments Under Law ...................... 17

SECTION 9. SOURCE OF BENEFIT PAYMENTS ............................. 17
Section 9.1 Participating Company Liability .................... 17
Section 9.2 All Benefits Unfunded .............................. 17
Section 9.3 No Right to Company Assets ......................... 18

<PAGE>

SECTION 10. ADMINISTRATION ........................................ 18
Section 10.1 Plan Sponsor ...................................... 18
Section 10.2 Plan Administrator ................................ 18
Section 10.3 Procedure To Approve and Deny Claims .............. 18
Section 10.4 Review Procedure .................................. 19
Section 10.5 Further ERISA Rights .............................. 19
Section 10.6 Named Fiduciaries ................................. 19
Section 10.7 Allocation of Responsibilities .................... 19
Section 10.8 Administrative Expenses ........................... 20

SECTION 11. AMENDMENT AND TERMINATION ............................. 20
Section 11.1 Plan Amendment .................................... 20
Section 11.2 Plan Termination .................................. 20

SECTION 12. DEFINITIONS ........................................... 20

APPENDIX A -- SUPPLEMENTARY RATE ................................... 28

APPENDIX B -- OPENING BALANCE FACTORS .............................. 29

<PAGE>

PACIFIC TELESIS GROUP
EXECUTIVE SUPPLEMENTAL CASH BALANCE PLAN

(Amended as of July 1, 1996)

SECTION 1. INTRODUCTION AND PURPOSE

Section 1.1 Introduction

The Pacific Telesis Group Executive Supplemental Pension Plan (the
"Executive Plan") was adopted as of July 1, 1995 to merge the Pacific
Telesis Group Executive Non-Salaried Pension Plan (a "Predecessor Plan") and
the Pacific Telesis Group Supplemental Executive Retirement Plan (a
"Predecessor Plan") into a single plan and to include the minimum pension
and related welfare and surviving spouse benefits previously provided by the
Pacific Telesis Group Senior Management Long Term Disability and Survivor
Protection Plan (a "Predecessor Plan"). The benefits provided by the
Executive Plan are substantially similar to the benefits provided by the
Predecessor Plans. The Board of Directors of the Company adopted resolutions
on March 22, 1996, authorizing the incorporation of a cash balance formula
and renaming the Executive Plan the Pacific Telesis Group Executive
Supplemental Cash Balance Plan. The terms of the Executive Plan, as
amended, apply to each Participant whose Termination of Employment occurs on
or after March 22, 1996. Capitalized terms are defined in Section 12.

Section 1.2 Purpose

The purpose of the Executive Plan is to assist Participating Companies in
attracting and retaining highly competent senior managers by providing
certain unfunded pension benefits to eligible Executives. The benefits
provided by the Executive Plan, when aggregated with the benefits provided
by the Salaried Pension Plan, are intended to provide the Executive with
approximately the same benefit that the Executive would have been entitled
to receive under the Salaried Pension Plan if the Salaried Pension Plan
(i) recognized total base pay (whether or not deferred) and short term
incentive awards as compensation for purposes of benefit calculation and
(ii) were not subject to any legal limitations on the amount of benefits
that could be paid under such plan. In addition, the Executive Plan
provides minimum pensions and welfare benefits to certain eligible
Executives.

SECTION 2. ELIGIBILITY

Section 2.1 Participation

An Executive or a former Executive who is a Participant in the Executive
Plan on March 22, 1996 shall be an Existing Participant in the Executive
Plan as amended. Any other Employee who is designated as eligible to
participate in the Executive Plan after June 30, 1996 shall become a
Participant immediately upon being so designated. Participation shall cease
at the Participant's Termination of Employment unless the Participant is
then eligible for benefits under the Executive Plan.

Section 2.2 Mandatory Retirement

<PAGE>

Each Participant subject to a Mandatory Retirement Age shall cease to be
eligible for continued employment by a Participating Company no later than
the last day of the month in which such Participant attains the Mandatory
Retirement Age.

Section 2.3 Eligibility For Executive Pension

2.3 (a) Requirements. A Participant shall be eligible for an
Executive Pension:

(1) at Termination of Employment, if the Participant is eligible
for a pension under the Salaried Pension Plan without regard to any minimum
benefits or early retirement window benefits which change the usual
eligibility requirements for pensions under the Salaried Pension Plan;

(2) at Termination of Employment, if the Participant is eligible
for an Officer Minimum Benefit under Section 3.4; or

(3) before Termination of Employment, but only if a Participant
who is not subject to the Mandatory Retirement Age requirements becomes
eligible for an in-service pension under the Salaried Pension Plan. In such
a case, the Participant's Executive Pension shall be redetermined upon
Termination of Employment, under procedures applicable to the Participant's
Qualified Pension Benefit as provided under the Salaried Pension Plan.

2.3(b) Prior Participants. All Participants who were retired or
terminated former Executives as of the initial Effective Date of the
Executive Plan shall continue to be entitled to receive the benefits they
were receiving or entitled to receive under the terms of the Predecessor
Plans. Each other Participant who retired or terminated employment on or
after the initial Effective Date, but before March 22, 1996, shall continue
to be entitled to receive the benefits he or she was receiving or entitled
to receive under the terms of the Executive Plan as in effect at such
Participant's Termination of Employment.

Section 2.4 CFEP Executive

A Participant who is a Select Officer will become a CFEP Executive as of the
date of such Participant's Termination of Employment, provided:

(a) the Participant executes an acknowledgment within the applicable
election period defined in the acknowledgment, as that may be amended,
confirming the Participant's intent to defer Termination of Employment to
the Intended Termination Month specified in the acknowledgment;

(b) the Participant terminates employment in the Intended Termination
Month or dies while an Employee prior to the Intended Termination Month;

(c) the cashout value of the Total Benefit determined by using the
CFEP Factor under the Basic Benefit formula in Section 3.3, the Officer
Minimum Benefit formula under Section 3.4, or the Officer Supplemental
Benefit formula under Section 3.6, whichever is the greatest, is greater
than the balance of the Participant's Executive Account at the
Participant's Termination of Employment; and

(d) the Participant (or surviving spouse, in the event of the

<PAGE>

Participant's death) elects to receive a cashout payment of the accelerated
transition benefit payable under the Salaried Pension Plan.

SECTION 3. EXECUTIVE PENSION

Section 3.1 Amount

The Executive Pension payable to a Participant at the Participant's Annuity
Start Date shall be equal to the Participant's Total Benefit determined
under Section 3.2 below, reduced by the Participant's Qualified Pension
Benefit. The Executive Pension payable to the surviving spouse of a
Participant who dies before his or her Annuity Start Date shall be equal to
the surviving spouse's Total Benefit determined under Section 6 below,
reduced by the surviving spouse's Qualified Pension Benefit. If a
Participant who dies before his or her Annuity Start Date does not leave a
surviving spouse, the Executive Pension attributable to such Participant
shall be equal to the excess, if any, of the Participant's Executive Account
over his or her Account under the Salaried Pension Plan, determined at the
distribution date, and shall be payable to the Participant's estate.

Section 3.2 Applicable Formula for Total Benefit

The Total Benefit of a Participant who is an Executive at Termination of
Employment shall be computed as follows:

3.2(a) Participant on March 22, 1996.

(1) The Total Benefit of an Existing Participant payable at the
Participant's Annuity Start Date shall be determined under whichever of the
following formulas would provide the greatest benefit when expressed as a
monthly pension for the Participant's life commencing at the Participant's
Termination of Employment:

(A) the Basic Benefit under Section 3.3, if eligible
therefor;

(B) the Officer Minimum Benefit under Section 3.4, if
eligible therefor;

(D) the Officer Supplemental Benefit under Section 3.6.

(2) If an Existing Participant other than a Participant described
in paragraph (1) above is also a CFEP Executive, the Total Benefit payable
at the Participant's Annuity Start Date shall be determined under whichever
of the following formulas would provide the greatest cashout value at the
Participant's Termination of Employment determined by using the CFEP Factor:

(A) the Basic Benefit under Section 3.3, if eligible
therefor;

(B) the Officer Minimum Benefit under Section 3.4, if
eligible therefor; or

<PAGE>

(3) The Total Benefit determined under Section 3.3 or 3.4 shall
be reduced for early payment as provided in the applicable section. A
Participant's Qualified Pension Benefit shall be reduced for early payment
to the extent provided under the Salaried Pension Plan. A Participant's
Executive Pension shall be paid in the form and at the time provided in
Section 4 and may be subject to special increases as described in Section
3.7 below.

3.2(b) Participation Commences after Effective Date. The Total
Benefit payable at the Annuity Start Date of an Employee who becomes a
Participant after June 30, 1996 shall be the Cash Balance Benefit determined
under Section 3.5 at the Participant's Annuity Start Date.

3.2(c) Participant Not An Executive At Retirement. If a
Participant is not an Executive at his or her Termination of Employment, but
was an Executive during some previous period, the Participant's Total
Benefit shall be determined as set forth in this Section 3.2, except that,
to the extent applicable, (i) the Years of Credited Service under the Basic
Benefit shall be determined as though the Participant's Termination of
Employment occurred on the date that he or she ceased serving as an
Executive, (ii) the Participant shall not be eligible for the Officer
Minimum Benefit or the Officer Supplemental Benefit, and (iii) the Executive
Pension shall not be subject to special increases under Section 3.7 below.
The Participant's actual service and age shall be used under Section 3.3(c)
to determine the appropriate early payment discount for the Regular Basic
Benefit.

Section 3.3 Basic Benefit

The Basic Benefit is the sum of the Participant's Regular Basic Benefit and
his or her Imputed Basic Benefit.

3.3(a) Eligibility for Regular Basic Benefit. An Employee who is or
was an Executive shall be eligible for a Regular Basic Benefit if the
Participant is eligible for a Qualified Pension Benefit.

3.3(b) Amount of Regular Basic Benefit. A Participant's Regular Basic
Benefit shall be a monthly pension equal to:

(1) two percent (2%) of the sum of the Participant's Final
Average Monthly Base Pay determined over the 60-month period ending June
30, 1996 or, if earlier, the Participant's Termination of Employment during
the period beginning March 22, 1996 and ending June 30, 1996, and his or her
Final Average Monthly STIP Awards determined over the 60-month period ending
June 30, 1996 or, if earlier, the Participant's Termination of Employment
during the period beginning March 22, 1996 and ending June 30, 1996;
multiplied by

(2) the Participant's Years of Credited Service as of June
30, 1996 or, if earlier, as of the Participant's Termination of Employment
during the period beginning March 22, 1996 and ending June 30, 1996.

A Participant's Regular Basic Benefit shall be adjusted for early payment
under Section 3.3(c) below.

3.3(c) Adjustments to Regular Basic Benefit. A Participant's

<PAGE>

Regular Basic Benefit shall be adjusted as follows based on the
Participant's service at his or her Termination of Employment.

(1) Early Payment. A discount equal to 1/12th of 2% will
apply for each full or partial month down to age 50 prior to the month in
which the Participant is at least 55 with a Term of Employment of not less
than 20 years or, if earlier, the date on which the Employee is at least 65
with a Term of Employment of not less than five years. If the Participant
is less than 50 at his or her Annuity Start Date, an additional discount
equal to 1/12th of 4% will apply for each full or partial month down to age
45 prior to the month in which the Participant is 50. If the Participant is
less than 45 at his or her Annuity Start Date, a further additional discount
equal to 1/12th of 8% will apply to each full or partial month down the
Participant's age at his or her Annuity Start Date prior to the month in
which the Participant is 45.

(2) Exceptions. No adjustment shall be made if the
Participant has at least 10 Years of Officer Service and if, at the time of
his or her Termination of Employment, the Participant is at least 55 years
of age and is an Officer. In addition, no adjustment shall be made if the
Participant's Term of Employment is at least 30 years; the Participant is at
least 55 with a Term of Employment of not less than 20 years; or the
Participant is at least 65 and vested under the Salaried Pension Plan.

(3) Minimum and Window Benefits. A Participant's Regular
Basic Benefit shall not be increased for any minimum or early retirement
window benefit that may be available under the Salaried Pension Plan unless
the Executive Plan is amended accordingly. In no event shall a
Participant's Regular Basic Benefit at his or her Annuity Start Date be less
than the Regular Basic Benefit accrued under the Executive Plan at any
earlier time, determined as though the Participant had terminated employment
at the earlier time and as though the Executive Plan had always been in
existence.

3.3(d) Eligibility for Imputed Basic Benefit. A Participant who was a
PacTel Employee before the Separation Date shall be eligible for an Imputed
Basic Benefit if he or she received allocations of basic, variable or
transition contributions under the PacTel Retirement Plan while deferring
compensation under the Pacific Telesis Group Executive Deferral Plan.

3.3(e) Amount of Imputed Basic Benefit. A Participant's Imputed Basic
Benefit shall be a monthly pension whose Present Value at the Participant's
Annuity Start Date is equal to:

(1) the sum of the amounts actually deferred under the Pacific
Telesis Group Executive Deferral Plan attributable to base salary and Short
Term Incentive Plan awards for each year between January 1, 1987, and the
Separation Date multiplied by the sum of the basic, variable and transition
contribution rates in effect under the PacTel Retirement Plan for each of
those years; plus

(2) Interest on such contributions to the Participant's Annuity
Start Date.

Section 3.4 Officer Minimum Benefit

<PAGE>

The Officer Minimum Benefit provides a monthly pension to certain Executives
who serve as Officers.

3.4(a) Eligibility for Officer Minimum Benefit. A Participant is
eligible for an Officer Minimum Benefit if:

(1) the Participant became an Officer on or before January 24,
1992;

(2) the Participant completes at least 10 Years of Officer
Service at his or her Termination of Employment;

(3) at the time of his or her Termination of Employment, the
Participant is at least 55 years of age and is an Officer; and

(4) in the case of a Participant whose Years of Officer Service
were interrupted for any period of longer than six (6) months, the
Participant thereafter completes at least 5 Years of Officer Service.

3.4(b) Amount of Officer Minimum Benefit. An eligible Participant's
Officer Minimum Benefit shall be a monthly pension equal to:

(1) 45% of the sum of the Officer's Final Average Monthly Base
Pay and Final Average Monthly STIP Award determined over the 60-month period
ending June 30, 1996 or, if earlier, the Participant's Termination of
Employment during the period beginning March 22, 1996, but ending June 30,
1996; reduced by

(2) the sum of the Officer's PacTel Account Benefit, if any, and
PacTel Pension Benefit, if any.

The percentage in paragraph (1) above shall be increased by 1% (up to a
maximum of 50% for 15 or more Years of Officer Service) for each whole Year
of Officer Service that an Officer has completed as of June 30, 1996 in
excess of 10 Years of Officer Service. The percentage in paragraph (1)
shall not be increased beyond 45% for any Years of Officer Service completed
after June 30, 1996.

Section 3.5 Cash Balance Benefit

The Cash Balance Benefit of a Participant shall be a monthly pension payable
for the Participant's life determined by dividing the Participant's
Executive Account described in subsection (a) below at the applicable
determination date by the product of the Standard Factor based on the
Participant's age and 12. For purposes of determining which benefit formula
provides the largest Total Benefit under Section 3.2(a)(1), the applicable
determination date shall be the Participant's Termination of Employment. If
a Participant's Total Benefit at the Annuity Start Date is determined under
the cash balance benefit formula, the applicable determination date for
computing the amount payable shall be the Participant's Annuity Start Date.

3.5(a) Executive Account. A hypothetical Executive Account shall be
established for each Employee who is a Participant on or after March 22,
1996. As of any determination date, the value of a Participant's Executive
Account shall be equal to the sum of:

<PAGE>

(1) the Pay-based credits allocated to the Participant's
Executive Account under subsection (b) below:

(2) to the extent the Participant is eligible, the opening
account balance credited under subsection (c) below;

(3) any benefit in the nature of a cash balance benefit that is
transferred to the Executive Plan from the Mid-Career Plan or the Excess
Plan that is credited under subsection (e) on behalf of an Employee who
becomes a Participant; and

(4) Cash Balance Interest credited under subsection (d).

3.5(b) Pay-based Credits. As of the end of each month after June
1996, a Participant's Executive Account shall be credited with an amount
equal to the sum of the Participant's Basic Rate and Supplementary Rate
times the Participant's Pay for such month to the extent such Pay represents
compensation for services performed as an Executive.

3.5(c) Opening Balance. An opening balance will be established as of
the Effective Date for each Existing Participant. The amount of the opening
balance will be the sum of (w) times (z) and (x) times (y) times (z) where:

(w) is the percentage factor from the Accumulation Table in
Appendix A to the Salaried Pension Plan based on the Participant's service
as of June 30, 1996;

(x) is the Participant's Supplementary Rate;

(y) is the percentage factor from the Accumulation Table in
Appendix B based on the Participant's service as of June 30, 1996, which
shall include any service that could be bridged (as that term is described
under the Salaried Pension Plan) as of June 30, 1996; and

(z) is the Participant's Cash Balance Conversion Pay.

3.5(d) Interest Credits. As of the end of each month after June 1996,
a Participant's Executive Account shall be credited with Cash Balance
Interest on the balance in such account at the beginning of such month.

3.5(e) Transferred Benefits.

(1) Mid-Career Plan Participant. An Employee who is appointed to
an Officer position while a participant in the Mid-Career Plan shall cease
participation in such plan as of the effective date of the appointment and
immediately become a Participant in the Executive Plan. The Executive
Account established for such a Participant shall be credited with the sum of
the Participant's Mid-Career Account under the Mid-Career Plan and the
Participant's Total Account under the Excess Plan as of the date the
Employee becomes covered under the Executive Plan. Benefits payable at the
Participant's Termination of Employment shall be paid under the Executive
Plan and the Salaried Pension Plan, and the Participant shall have no
further right to benefits under the Mid-Career Plan or the Excess Plan.

(2) Other Promoted Employees. If an Employee who is not a
participant in the Mid-Career Plan is designated as an eligible Executive,

<PAGE>

such Employee shall become a Participant in the Executive Plan as of the
effective date of the designation. The Executive Account established for
such an Employee shall be credited with the balance of the Employee's Total
Account under the Excess Plan as of the date the Employee becomes covered
under the Executive Plan. Benefits payable at the Participant's Termination
of Employment shall be paid under the Executive Plan and the Salaried
Pension Plan, and the Participant shall have no further right to benefits
under the Excess Plan.

3.5(f) Service Proration.

(1) A Participant's Executive Account shall be reduced under
paragraph (2) below at the Participant's Termination of Employment prior to
determining the applicable formula and the benefit payable if the
Participant:

(A) is an Existing Participant, or

(B) was a participant in the Mid-Career Plan on March 22,
1996 or after March 22, 1996, but before July 1, 1996, and subsequently
becomes a Participant in the Executive Plan,

and the Participant's Termination of Employment occurs before the
Participant attains age 55 and completes not less than 10 Years of Officer
Service or has a Term of Employment of not less than 20 years or, if
earlier, occurs before the Participant attains age 65 and has a Term of
Employment of not less than five years.

(2) The Executive Account of a Participant described in paragraph
(1) above, to the extent attributable to the application of the
Participant's Supplementary Rate, shall be reduced by multiplying such
portion by a fraction determined under (x) or (y) below, whichever produces
the lower reduction, where:

(x) is a fraction, the numerator of which is the
Participant's actual Years of Officer Service at Termination of Employment,
and the denominator of which is the number of Years of Officer Service the
Participant would have completed if the Participant had remained in service
until attaining age 55 and completing 10 Years of Officer Service; and

(y) is a fraction, the numerator of which is the
Participant's actual years and months in his or her Term of Employment at
Termination of Employment, and the denominator of which is the number of
years and months that the Participant would have completed if the
Participant had remained in service until attaining age 55 and having a Term
of Employment of not less than 20 years.

Section 3.6 Officer Supplemental Benefit

The Officer Supplemental Benefit provides a monthly pension to certain
Executives who serve as Officers.

3.6(a) Eligibility. A Participant is eligible for a Officer
Supplemental Benefit if the Participant:

(1) is an Existing Participant;

<PAGE>

(2) completes not less than 10 Years of Officer Service or has a
Term of Employment of not less than 20 years; and

(3) at the time of his or her Termination of Employment, the
Participant is not less than 55 years of age and is an Officer.

3.6(b) Amount. An eligible Participant's Officer Supplemental Benefit
shall be a fixed dollar amount that restores a certain percentage of the
monthly pension, determined as of July 1, 1996, that would have been payable
under the Salaried Pension Plan and the Executive Plan as in effect at March
21, 1996 as of the date the Participant attained age 55 and completed not
less than 10 Years of Officer Service or a Term of Employment of not less
than 20 years.

Section 3.7 Special Increases

Unless the Committee determines otherwise, an Executive Pension payable as a
monthly pension shall be increased by the same percentage and pursuant to
the same terms and conditions as set forth in the Salaried Pension Plan for
ad hoc increases to monthly pensions for retired Participants or their joint
annuitants.

SECTION 4. DISTRIBUTION

Section 4.1 Pensions

4.1(a) Time of Payment. A Participant's Executive Pension shall be
paid or commence as of the Participant's Annuity Start Date, subject to the
Committee's discretion to determine another time or times of payment.

4.1(b) Form of Payment. Subject to the Committee's discretion to
determine another form of payment, a Participant may elect, prior to his or
her Termination of Employment, one of the payment forms listed in paragraphs
(1) through (3) for his or her Executive Pension.

(1) A single life annuity providing monthly payments over the
Participant's life in the amount determined under Section 3, including any
adjustment for early payment.

(2) A joint and survivor annuity providing monthly payments equal
to 90% of the amount payable under paragraph (1) above over the
Participant's life, with a survivor benefit to the surviving spouse equal to
50% of the monthly pension payable during the Participant's lifetime. If
the spouse dies during the Participant's lifetime, the Participant's monthly
pension shall be increased to 100% of the single life annuity payable under
paragraph (1) above as of the month following the month in which the spouse
dies.

(3) 120 equal monthly payments. The amount of the monthly
payment shall be determined by dividing the cashout value determined under
subsection (d) below (using the Standard Factor or the CFEP Factor, as
applicable) by a conversion factor supplied by the actuaries of the
Executive Plan. If the Participant dies before receiving all payments, the
monthly payments shall continue to be paid to the Participant's surviving
spouse unless the surviving spouse makes a written election to receive the
present value of the remaining payments in a lump sum payment and the

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Committee consents. If no spouse survives, the present value of the
remaining payments (determined by using the Applicable Interest Rate as of
the effective date of the payment) shall be paid to the Participant's estate
as soon as practicable after the Participant's death.

4.1(c) Committee's Final Determination. If the Participant does not
elect one of the alternative forms of payment listed in subsection (b) above
before his or her Termination of Employment, or if the Committee does not
consent to the form of payment elected by the Participant, then the
Committee shall determine, in its sole discretion, the form of payment for
the Participant's Executive Pension and the appropriate adjustment to its
amount.

4.1(d) Lump Sum Determination. If the Committee, in its sole
discretion, determines that a Participant's Executive Pension shall be paid
in a lump sum, the amount of such benefit shall be calculated as follows:

(1) If the Participant's Total Benefit is determined under the
Cash Balance Benefit formula, the Executive Pension payable as a lump sum
shall equal the excess of the Participant's Executive Account over the
Participant's Account under the Salaried Pension Plan.

(2) If the Participant's Total Benefit is determined under the
Basic Benefit formula, the Officer Minimum Benefit formula or the Officer
Supplemental Benefit formula, and the Participant is not a CFEP Executive,
the Executive Pension payable as a lump sum shall equal the Present Value of
the Participant's Total Benefit under the applicable formula determined by
using the Standard Factor for the Participant's age at the Annuity Start
Date less the Participant's Qualified Pension Benefit. If the Participant
is a CFEP Executive, the Executive Pension payable as a lump sum shall equal
the Present Value of the Participant's Total Benefit under the applicable
formula determined by using the CFEP Factor at the Annuity Start Date less
the Participant's Qualified Pension Benefit.

4.1(e) Limitation. Notwithstanding subsection (b) above, if a
Participant receives his or her Qualified Pension Benefit as a lump sum, and
the lump sum value of his or her benefits under all nonqualified pension
plans sponsored by the Company, including the Executive Plan, is less than
$50,000 at the Participant's Annuity Start Date, the Participant's Executive
Pension shall be paid to the Participant in a lump sum at the same time as
the Participant's Qualified Pension Benefit.

Section 4.2 Notification Of and Application For Benefits

The Plan Administrator may notify the Participant of the amount of his or
her Executive Pension and may require the Participant to apply for benefits
under the Executive Plan.

Section 4.3 Deferred Payment Date

If a Participant's Qualified Pension Benefit is payable as an accelerated
transition benefit, and the Participant fails to consent to an immediate
distribution as of his or her Annuity Start Date, the commencement of his or
her Executive Pension also shall be delayed, and any unpaid monthly benefits
under this Executive Plan from the Annuity Start Date to the date that the
Executive Pension actually starts shall be paid to the Participant in a

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single sum without interest when payment commences.

Section 4.4 Death Following Annuity Start Date

If a Participant dies before the Executive Pension commences, but after his
or her Annuity Start Date (so that a surviving spouse benefit is not payable
under Section 6), the Participant's Executive Pension shall be paid in the
form previously elected, or deemed elected under Section 4.1(b) as soon as
practicable after the Participant's death, unless the Committee determines
another time and form of payment. If the Participant had elected a life
annuity, unpaid monthly benefits from the Participant's Annuity Start Date
to the date of death shall be payable to the Participant's estate or to such
other person or persons as are entitled to the Participant's property under
applicable law. If the Participant had elected a joint and survivor
annuity, unpaid monthly benefits from the Participant's Annuity Start Date
to the date of death shall be payable to the Participant's joint annuitant
and the survivor portion of such annuity shall be payable to the joint
annuitant as of the date of the Participant's death.

SECTION 5. WELFARE BENEFITS FOR CERTAIN PARTICIPANTS

Section 5.1 Eligibility

A Participant is eligible for benefits under this section after his or her
Termination of Employment if he or she is not eligible for retiree welfare
benefit coverage under the Company's group welfare benefit plans but is:

(a) at least 62 years of age at Termination of Employment and has a
Term of Employment of at least 5 years; or

(b) at least 55 years of age and an Officer at Termination of
Employment and has at least 10 Years of Officer Service.

Section 5.2 Benefits

An eligible Participant under Section 5.1 above shall be entitled to life
insurance benefits which are equivalent to the benefits which would have
been provided to the Participant under the Company's group life insurance
plans if he or she had been eligible for a service pension under the
Salaried Pension Plan as in effect at March 21, 1996. In addition, an
eligible Participant under Section 5.1(b) above shall be entitled to medical
and dental benefits which are equivalent to the benefits which would have
been provided to the Participant under the Company's group medical and
dental benefit plans if he or she had been eligible for a service pension
under the Salaried Pension Plan as in effect at March 21, 1996.

SECTION 6. DISTRIBUTION AT PARTICIPANT'S DEATH

Section 6.1 Dies After Annuity Start Date

If the Participant cashed out his or her Executive Pension before death, no
additional benefits shall be payable under the Executive Plan at the
Participant's death except as provided in Section 7, to the extent
applicable. If the Participant was receiving his or her Executive Pension
in the form of a monthly pension under a single life annuity at his or her
death, all payment shall cease as of the end of the month in which the

<PAGE>

Participant's death occurs. If the Participant was receiving his or her
Executive Pension as a joint and survivor annuity, or under the 120 monthly
payment option at death, payment of the Executive Pension shall continue as
provided in Section 4.1(b)(2).

Section 6.2 Dies Before Annuity Start Date

6.2(a) Existing Participants. If an Existing Participant dies
before his or her Annuity Start Date, the Total Benefit of the surviving
spouse shall be determined as provided in this subsection (a).

(1) Amount. If an Existing Participant was not a Select Officer
described in subparagraph (2) below at his or her death, the Total Benefit
at the surviving spouse's Annuity Start Date shall be the Regular Surviving
Spouse Benefit under Section 6.3(a) below if such benefit, determined at the
Participant's death, is greater than the Surviving Spouse Cash Balance
Benefit under Section 6.4(a) when expressed as a monthly pension payable for
the life of the surviving spouse, commencing at the Participant's death.
The Total Benefit at the surviving spouse's Annuity Start Date shall be the
Surviving Spouse Cash Balance Benefit under Section 6.4(a) if such benefit,
determined at the Participant's death, is greater than the Regular Surviving
Spouse Benefit under Section 6.3(a) when expressed as a monthly pension
payable for the life of the surviving spouse, commencing at the
Participant's death.

(2) Select Officer Benefit. If an Existing Participant was a
Select Officer at his or her death, had executed the required
acknowledgment described in Section 2.4 within the applicable period, but
died prior to the Intended Termination Month, the Participant shall be
deemed a CFEP Executive. In that case, the Total Benefit of the surviving
spouse of such a Participant at the surviving spouse's Annuity Start Date
shall be the cashout value of Regular Surviving Spouse Benefit under Section
6.3(a), determined at the Participant's death by using the CFEP Factor, if
such amount is greater than the balance of the Existing Participant's
Executive Account at the Participant's death. Otherwise, the Total Benefit
at such spouse's Annuity Start Date shall be the Surviving Spouse Cash
Balance Benefit under Section 6.4.

6.2(b) New Hires. If a Participant, other than an Existing
Participant, dies before his or her Annuity Start Date, the Total Benefit
payable at the surviving spouse's Annuity Start Date shall be the Surviving
Spouse Cash Balance Benefit under Section 6.4(a), provided such spouse is
eligible for a Qualified Plan Benefit.

6.2(c) No Surviving Spouse. If no spouse survives a Participant, an
amount equal to the excess of the Participant's Executive Account over his
or her Account under the Salaried Pension Plan, determined as of the date of
distribution, shall be paid to the Participant's estate as soon as
practicable after the Participant's death.

Section 6.3 Regular Surviving Spouse Benefit

6.3(a) Amount. The Regular Surviving Spouse Benefit determined at the
applicable date shall be equal to the survivor portion of the joint and
survivor annuity that would have been payable under the Basic Benefit
formula, the Officer Minimum Benefit formula, or the Officer Supplemental

<PAGE>

Benefit formula, as applicable, if the Participant had started receiving
such benefit in the form of a joint and survivor annuity on the day of his
or her death and then immediately died. For this purpose, the joint and
survivor annuity shall be deemed to be 90% of the monthly pension payable
over the Participant's life under Section 3.3, 3.4 or 3.6, as applicable. A
Participant's pension determined under Section 3.3 (Basic Benefit) shall be
adjusted for early payment to the extent applicable under Section 3.3(c)(1)
except if, at the time of his or her death, the Participant was an Employee
and (i) had attained age 65 and was vested in his or her Qualified Pension
Benefit or (ii) had a Term of Employment of not less than 15 years. For
purposes of determining the applicable formula for computing the surviving
spouse benefit of an Existing Participant at the spouse's Annuity Start
Date, the applicable determination date shall be the day of the
Participant's death. For purposes of determining the amount of the
surviving spouse benefit payable at the spouse's Annuity Start Date, the
applicable determination date shall be the surviving spouse's Annuity Start
Date.

6.3(b) Special Increases. Unless the Committee determines otherwise,
a surviving spouse benefit payable as a monthly pension under this Section
6.3 shall be increased by the same percentage and pursuant to the same terms
and conditions set forth in the Salaried Pension Plan for ad hoc benefit
increases to surviving spouses, provided the surviving spouse would be
entitled to an automatic survivor annuity under the terms of the Salaried
Pension Plan as in effect at March 21, 1996.

Section 6.4 Surviving Spouse Cash Balance Benefit

6.4(a) Amount. The Surviving Spouse Cash Balance Benefit determined at
the applicable date shall be a monthly pension for the life of the surviving
spouse of a Participant, determined by dividing the Participant's Executive
Account by the product of the Standard Factor for the surviving spouse's age
at the Participant's death and 12. For purposes of determining the
applicable formula for computing the surviving spouse benefit of a
Participant at the spouse's Annuity Start Date, the applicable determination
date shall be the day of the Participant's death. For purposes of
determining the surviving spouse benefit payable at the spouse's Annuity
Start Date, the applicable determination date is the surviving spouse's
Annuity Start Date.

6.4(b) Special Increases. Unless the Committee determines otherwise,
the surviving spouse benefit payable as a monthly pension under this
Section 6.4 shall be increased by the same percentage and pursuant to the
same terms and conditions set forth in the Salaried Pension Plan for ad hoc
benefit increases to the monthly pensions of surviving spouses, provided the
surviving spouse would be entitled to an automatic survivor annuity under
the terms of the Salaried Pension Plan as in effect at March 21, 1996.

Section 6.5 Form and Time of Payment

6.5(a) General Rule. The Executive Pension payable to a surviving
spouse shall be equal to the Regular Surviving Spouse Benefit or the
Surviving Spouse Cash Balance Benefit, as applicable, reduced by the
surviving spouse's Qualified Pension Benefit. Subject to the Committee's
discretion to determine another time and form of payment, such Executive
Pension shall be payable as a monthly pension for the life of the surviving

<PAGE>

spouse, commencing as of the surviving spouse's Annuity Start Date.

6.5(b) Exception. Notwithstanding the general rule in subsection (a)
above, a surviving spouse of a Participant who dies prior to his or her
Annuity Start Date may elect, within the election period that applies to
payment of his or her benefits under the Salaried Pension Plan, to receive
his or her Executive Pension in 120 equal monthly payments, subject to the
Committee's discretion to determine another form. The amount of the monthly
payment under the 120 payment option shall be determined by dividing the
cashout value of the Executive Pension, determined by using the Standard
Factor or CFEP Factor, as applicable (with respect to an Executive Pension
based on a Regular Surviving Spouse Benefit) or the excess of the
Participant's Executive Account over the Participant's Account under the
Salaried Pension Plan (with respect to an Executive Pension based on a
Surviving Spouse Cash Balance Benefit) by a conversion factor, which shall
be provided by the actuaries of the Executive Plan. If the surviving spouse
dies before receiving all payments, the present value of the remaining
payments will be paid to the spouse's estate in a lump sum.

6.5(c) Limitation. Notwithstanding subsection (a) above, if a
surviving spouse receives his or her Qualified Pension Benefit as a lump
sum, and the lump sum value of his or her benefits under all nonqualified
pension plans sponsored by the Company, including the Executive Plan, is
less than $50,000 at the surviving spouse's Annuity Start Date, the
surviving spouse's Executive Pension shall be paid to the surviving spouse
in a lump sum at the same time as the surviving spouse's Qualified Pension
Benefit.

6.5(d) Lump Sum Determination. If the Committee, in its sole
discretion, determines that a surviving spouse's Executive Pension shall be
paid in a lump sum, the amount of such benefit shall be calculated as
follows:

(1) If the Executive Pension payable at the surviving spouse's
Annuity Start Date is based on the Surviving Spouse Cash Balance Benefit,
the lump sum amount shall equal the excess of the Participant's Executive
Account over the Participant's Account under the Salaried Pension Plan at
such date.

(2) If the Executive Pension payable at the surviving spouse's
Annuity Start Date is based on the Regular Surviving Spouse Benefit, and the
Participant is not deemed a CFEP Executive at death, the lump sum amount
shall equal the Present Value of such benefit, reduced by the Present Value
of the surviving spouse's Qualified Plan Benefit, both determined by using
the Standard Factor for the surviving spouse's age at the Annuity Start
Date. If the Participant is deemed a CFEP Executive at his or her death,
the lump sum amount shall equal the Present Value of such benefit, reduced
by the Present Value of the surviving spouse's Qualified Plan Benefit, both
determined by using the CFEP Factor for the surviving spouse's age at the
Annuity Start Date.

SECTION 7. DEATH BENEFITS

Section 7.1 Eligibility and Waiver

The beneficiary of a Participant who dies as an Executive, or who dies after

<PAGE>

Termination of Employment if the Participant was an Executive at the time of
his or her Termination of Employment, shall be eligible for a death benefit
under the Executive Plan if the beneficiary is eligible for death benefits
under the Salaried Pension Plan. If a Participant is deemed to have waived
a sickness or pensioner death benefit under the Salaried Pension Plan, then
the associated death benefit under the Executive Plan also shall be deemed
to have been waived.

Section 7.2 Benefits

Except as otherwise provided in this section (or elsewhere in the Executive
Plan), the death benefits provided by the Executive Plan shall be determined
and administered in the same manner and subject to the same terms and
conditions as the accident, sickness and pensioner death benefits provided
under the Salaried Pension Plan.

7.2(a) Determination of Amount. The amount of a sickness, accident or
pensioner death benefit provided by the Executive Plan shall be equal to one
times the Participant's Final Annual Pay, reduced by the sickness, accident
or pensioner death benefit payable with respect to the Participant under the
Salaried Pension Plan, as applicable. In the case of a pensioner death
benefit payable under the Executive Plan, the amount based on the
Participant's Final Annual Pay shall be subject to the same reductions, if
any, which are applied to the Participant's pensioner death benefit under
the Salaried Pension Plan.

7.2(b) Form and Time of Payment. The Committee shall determine, in
its sole discretion, the time and form of payment for any death benefit paid
under the Executive Plan.

7.2(c) Beneficiary. The Participant's beneficiary for purposes of
this Section 7 shall be the beneficiary under the Salaried Pension Plan.

SECTION 8. RIGHTS TO BENEFITS

Section 8.1 Entitlement to Benefits.

A Participant's Executive Pension shall be based on the terms of the
Executive Plan in effect at the Participant's Termination of Employment.
Entitlement to a surviving spouse benefit under Section 6 or a death
benefit under Section 7 shall accrue on the date such benefit becomes
payable. Except as otherwise provided in the Executive Plan, entitlement to
other benefits described in the Executive Plan shall accrue on the date of
the Participant's Termination of Employment.

8.1(a) Assignment or Alienation. Except to the extent consistent with
the requirements of section 206(d)(3) of ERISA relating to qualified
domestic relations orders, no assignment or alienation of pensions or other
benefits under the Executive Plan will be permitted or recognized.

8.1(b) Payments to Others. Benefits payable to an individual unable
to execute a proper receipt may be paid to another person in accordance with
the standards and procedures established under the Salaried Pension Plan.

Section 8.2 Effect of Reemployment

<PAGE>

If a former Executive who is receiving an Executive Pension again becomes an
Employee of any Participating Company, the monthly pension otherwise payable
under the Executive Plan during the period of reemployment shall be
suspended and forfeited. At the Executive's subsequent Termination of
Employment, his or her Executive Pension shall be recalculated, as
determined by the Committee, in the manner prescribed under the Salaried
Pension Plan and the Excess Plan for redetermining pensions following
reemployment and for adjusting such pensions for prior Executive Plan
payments.

Section 8.3 Forfeiture for Misconduct

Notwithstanding any other provision of the Executive Plan, all or a portion
of the benefits that a Participant or his or her surviving spouse, joint
annuitant or beneficiaries would otherwise be eligible to receive under the
Executive Plan may be forfeited, in the sole discretion of the Company's
Board of Directors, if the Participant is discharged by a Participating
Company for cause or a determination is made by the board of directors of a
Participating Company that the Participant engaged in misconduct in
connection with his or her employment by that Participating Company.

Section 8.4 Waiver in Absence of Claims Release

In case of an accident resulting in the death of a Participant which
entitles his or her beneficiaries to death benefits under the Executive
Plan, the beneficiaries shall, prior to the payment of any death benefits,
sign a release releasing the Company or other Participating Company, as
applicable, from all claims and demands which the Participant and the
beneficiaries had or may have against it on account of the accident, other
than claims for benefits under the Executive Plan or under any other plan
maintained by the Company or a Participating Company. If any persons other
than the beneficiaries under the Executive Plan might legally assert claims
against a Participating Company on account of the death of the Participant,
no death benefit shall be due or payable until there have also been
delivered to the Committee good and sufficient releases of all claims,
arising from or growing out of the death of the Participant, which such
other persons might legally assert against the Participating Company. The
Committee, in its discretion, may require that the releases described above
also release any other company connected with the accident, including any
company participating in the Executive Plan or the Salaried Pension Plan,
and any company with which arrangements have been made, directly or
indirectly, for the interchange of benefit obligations as described in the
Salaried Pension Plan. The determination of whether or not a death is due
to accident for purposes of this Section 8.4 shall be made by the Committee
in the manner provided in the Salaried Pension Plan.

Section 8.5 Waiver by Damage Claims or Suits

Should a claim be presented or suit brought against the Company or any
Participating Company, other than under the Executive Plan, for damages on
account of the death of an individual who was at any time a Participant in
the Executive Plan, no death benefits shall be payable under the Executive
Plan except as provided in Section 8.6 below or unless the Committee, in its
sole discretion and upon such terms as it may prescribe, waives this
provision after withdrawal of the claim or dismissal of the suit.

<PAGE>

Section 8.6 Offset for Judgment or Settlement

In case any judgment is recovered against any Participating Company or any
settlement is made of any claim or suit on account of the death of an
individual who was at any time a Participant in the Executive Plan, and the
amount paid to the beneficiaries who would have received death benefits
under the Executive Plan is less than what would otherwise have been payable
under the Executive Plan, the difference between the two amounts may, in the
sole discretion of the Committee, be distributed to the beneficiaries.

Section 8.7 Offset for Payments Under Law

If any benefit becomes payable to a Participant or his or her surviving
spouse, joint annuitant or beneficiaries under any law now in force or
hereafter enacted, and if the Committee determines that it is of the same
general character as a benefit provided by the Executive Plan, then only the
excess, if any, of the amount prescribed in the Executive Plan above the
amount of the payment prescribed by law shall be payable under the Executive
Plan. In those cases where the existence of an excess is not ascertainable
by mere comparison because of such factors as differences in the
beneficiaries or the time or methods of payment, the Committee shall have
sole discretion to determine whether or not any excess exists and to make
any adjustments necessary to carry out in a fair and equitable manner the
spirit of this provision. Notwithstanding the foregoing, no benefit payable
under the Executive Plan shall be reduced by reason of any governmental
benefit or pension payable on account of military service, or by reason of
any benefit provisions of the Social Security Act other than those related
to disability.

SECTION 9. SOURCE OF BENEFIT PAYMENTS

Section 9.1 Participating Company Liability

Where a Participant's Term of Employment includes service with more than one
Participating Company, or with one or more Participating Companies and one
or more non-participating corporations or partnerships, the last
Participating Company to employ the Participant as an Executive prior to his
or her Termination of Employment with entitlement to a benefit hereunder
shall be primarily liable for the full benefit payable under the Executive
Plan. However, if for any reason the primarily liable Participating Company
fails to make timely payment of an amount due to or on behalf of a
Participant, the Company shall be secondarily liable for the obligation to
pay the amount due. A Participating Company's withdrawal from participation
shall not affect that company's liability hereunder. In addition, the
liability of a Participating Company shall not be affected by any action or
inaction (on the part of the Participant, his or her surviving spouse, joint
annuitant or beneficiaries, or any company) with respect to amounts owed,
including but not limited to the granting of extensions of time or other
indulgences, the failure to make timely demand, the failure to make timely
payment or the failure to give notices of any type, other than as prescribed
in Section 10.4.

Section 9.2 All Benefits Unfunded

All benefits payable under the Executive Plan shall be paid from the
Company's or Participating Company's operating expenses, through the

<PAGE>

purchase of insurance from an insurance company, or through a trust
established by the Company and/or the other Participating Companies for this
purpose, as the Company may determine.

Section 9.3 No Right to Company Assets

Neither an Executive nor any other person shall acquire by reason of the
Executive Plan any right in or title to any assets, funds or property of the
Company or any other Participating Company, including, without limiting the
generality of the foregoing, any specific funds, trust accounts or assets
which any Participating Company, in its sole discretion, may earmark or set
aside in anticipation of a liability under the Executive Plan. A
Participating Company's obligation to pay any amounts under the Executive
Plan shall be unfunded as to the Executive whose rights shall be those of a
general unsecured creditor.

SECTION 10. ADMINISTRATION

Section 10.1 Plan Sponsor

The Company shall be the sponsor of the Executive Plan as that term is
defined in ERISA.

Section 10.2 Plan Administrator

The Executive Vice President-Human Resources of the Company shall be the
Plan Administrator as that term is defined in ERISA. The Plan Administrator
shall have the specific powers granted to him elsewhere in the Executive
Plan and shall also have such other powers as may be necessary in order to
administer the Executive Plan in his sole discretion, except for those
powers granted or provided to be granted to others by the Executive Plan.
The Plan Administrator shall determine conclusively for all parties all
questions arising in the administration of the Executive Plan and, insofar
as permitted by applicable law, any decision of the Plan Administrator shall
not be subject to further review. The Plan Administrator, acting in his or
her absolute discretion, shall have the duty and authority to interpret and
construe the provisions of the Executive Plan and to decide all questions
which may arise or be raised under the Executive Plan by any Executive,
Participant, former Participant, beneficiary or any other person including,
but not limited to all questions relating to eligibility to participate in
the Executive Plan, the amount of service accrued by the Participant and the
amount of the Executive Pension to which a Participant or his or her
beneficiary may be entitled.

Section 10.3 Procedure To Approve and Deny Claims

The Committee shall have sole discretion to determine the rights of
Participants (or their surviving spouses, joint annuitants or other
beneficiaries) to benefits under the Executive Plan, and to authorize
disbursements under the Executive Plan. In all questions relating to age
and service for eligibility for any benefit under the Executive Plan, or
relating to service and rates of pay for determining benefits payable under
the Executive Plan, the decisions of the Committee, based upon the Executive
Plan and upon the records of the Participating Companies employing the
individual, shall be final insofar as permitted by applicable law. The
Committee may adopt such rules of procedure as it may find appropriate. A

<PAGE>

claim for benefits under the Executive Plan shall be deemed denied unless
the decision of the Committee is sent within 90 days of its receipt of the
claim (or within 180 days, if the Committee extends the time by notifying
the claimant in writing of the special circumstances requiring an extension
and the date by which the decision is expected). If a claim is denied in
whole or part by the Committee, it shall send a written decision stating (i)
the specific reasons for the denial, making specific reference to pertinent
provisions of the Executive Plan; (ii) what additional information, if any,
would help perfect the claim for benefits; and (iii) what steps the claimant
must take to submit the claim for review.

Section 10.4 Review Procedure

The Board of Directors of the Company shall serve as the final review
committee, under the Executive Plan and ERISA, for the review of all claims
appealed by Participants (or their surviving spouses, joint annuitants or
other beneficiaries) whose initial claims for benefits have been denied, in
whole or in part, by the Committee. Within 60 days after the date of a
denial by the Committee, the claimant may file a written request for the
Board of Directors of the Company to review the denial. Such request for
review must be made in a timely manner for the purpose of seeking any
further review of a decision or determining any entitlement to a benefit
under the Executive Plan. In such a case, the Board of Directors of the
Company shall conduct a full and fair review of the Committee's decision and
notify the claimant in writing of the review decision, specifying the
reasons for the decision and the provisions of the Executive Plan on which
it is based. A claim shall be deemed denied unless the decision on appeal
is sent within 60 days (or within 120 days, if the Board of Directors of the
Company extends the time to respond by notifying the claimant in writing of
the special circumstances requiring an extension of time).

Section 10.5 Further ERISA Rights

Any Participant (or surviving spouse, joint annuitant or other beneficiary)
whose claim for benefits has been denied upon review shall have such further
rights as are provided in section 503 of ERISA and the regulations
thereunder. The Company, the Board of Directors of the Company, the
Committee and the Executive Vice President-Human Resources of the Company
shall retain such rights, authority and discretion as are provided or not
expressly limited by section 503 of ERISA and the regulations thereunder.

Section 10.6 Named Fiduciaries

The Company, each Participating Company, the Board of Directors of the
Company, the Committee and the Executive Vice President-Human Resources of
the Company are each a named fiduciary to the Executive Plan as that term is
used in ERISA with respect to the particular duties and responsibilities
allocated to each of them. Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Executive Plan.

Section 10.7 Allocation of Responsibilities

The Company, the Committee, the Executive Vice President-Human Resources of
the Company and each Participating Company may designate in writing other
persons to carry out their respective responsibilities under the Executive
Plan and may employ persons to advise them with regard to any such

<PAGE>

responsibilities.

Section 10.8 Administrative Expenses

The expenses of administering the Executive Plan shall be apportioned among
the Participating Companies, as determined by the Plan Administrator.

SECTION 11. AMENDMENT AND TERMINATION

Section 11.1 Plan Amendment

The Company may from time to time make any changes in the Executive Plan
which it deems appropriate, with or without notice to Participants, by
appropriate action of its Board of Directors. In addition, the Plan
Administrator, with the approval of the Executive Vice President--Human
Resources and General Counsel of the Company, shall be authorized to make
minor or administrative changes to the Executive Plan, as well as changes
dictated by the requirements of federal or state statutes applicable to the
Company or authorized or made desirable by such statutes. However, in
recognition of the reliance placed upon the Executive Plan and its
contractual nature in inducing the change in position caused by retirement,
any such change or modification shall not result in the cessation or
reduction of benefits to retired individuals or their surviving spouses or
joint annuitants, nor shall such modification affect the rights of any
individual to any benefit to which he or she may have previously become
entitled under the Executive Plan.

Section 11.2 Plan Termination

At any time, for any reason, and with or without notice to Participants, the
Company retains the right to terminate the Executive Plan in whole or in
part by appropriate action of its Board of Directors, and each Participating
Company retains the right to withdraw from the Executive Plan. Neither
termination of the Executive Plan nor withdrawal by a Participating Company
shall result the cessation or reduction of benefits to any retired
Participant (or his or her surviving spouse, joint annuitant or other
beneficiary), or affect the rights of any individual to any benefit to which
he or she may have previously become entitled under the Executive Plan. A
Participating Company's withdrawal from participation shall not affect that
company's liability to provide benefits to a Participant as described in
Section 9.1 of the Executive Plan.

SECTION 12. DEFINITIONS

"Annuity Start Date" means the date as of which the Participant's or
surviving spouse's Qualified Pension Benefit commences or is paid.

"Applicable Interest Rate" has the same meaning as under the Salaried
Pension Plan.

"Basic Benefit" means the Total Benefit determined under the Basic
Benefit formula, as set forth in Section 3.3.

"Basic Rate" means the uniform percentage (5%) of a Participant's Pay
or Cash Balance Conversion Pay (as applicable) that is used in conjunction
with a Participant's Supplementary Rate to determine the ongoing monthly

<PAGE>

Pay-based allocations credited to a Participant's Executive Account and to
construct the opening balance of a Participant's Executive Account.

"Cash Balance Benefit" means the Total Benefit determined under the
cash balance benefit formula, as set forth in Section 3.5.

"Cash Balance Conversion Pay" means a Participant's base pay for the 12
months ending June 30, 1996 (or, if earlier, the Participant's Termination
of Employment after March 22, 1996, but before July 1, 1996), whether or not
deferred, plus the Participant's Final Average Monthly STIP Awards for the
12 months ending June 30, 1996 (or, if earlier, the Participant's
Termination of Employment after March 22, 1996, but before July 1, 1996),
whether or not deferred. Any changes in the rate of base pay during the
applicable computation period shall be taken into account.

"Cash Balance Interest" means the monthly rate of interest which, when
compounded, equals the effective annual rate of interest applicable to 30-
year Constant Maturity Treasury securities for the second calendar month
preceding the calendar quarter containing the relevant month, provided that
in no event shall the annualized rate exceed 9% in any year through the end
of the year 2000.

"Cashout Factor" has the same meaning as under the Salaried Pension
Plan.

"CFEP Executive" means a Select Officer who meets the requirements of
Section 2.4.

"CFEP Factor" means the Cashout Factor that would have applied if the
CFEP Executive had terminated employment as of December 30, 1996, but based
on such Participant's age at his or her Annuity Start Date.

"Committee" means the Compensation and Personnel Committee of the Board
of Directors of the Company.

"Company" means Pacific Telesis Group, a Nevada corporation, or its
successors.

"Effective Date" means, with respect to the initial adoption of the
Executive Plan, July 1, 1995. The Effective Date of this amendment and
restatement is July 1, 1996.

"Employee" has the same meaning as under the Salaried Pension Plan.

"Employer Group" has the same meaning as under the Salaried Pension
Plan.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

"Excess Plan" means the Pacific Telesis Group Excess Benefit Plan.

"Executive" means an Officer of any Participating Company or any other
Employee who is designated by the Committee to be within a Participating
Company's executive group for purposes of the Executive Plan.

<PAGE>

"Executive Account" means the unfunded bookkeeping account established
for each Participant to record the opening account balance, Pay-based
allocations and Cash Balance Interest credits determined under Section 3.5.
An account shall be maintained solely for record keeping purposes and
without segregation of any assets.

"Executive Pension" means the pension determined under Section 3.1.

"Executive Plan" means the Pacific Telesis Group Executive Supplemental
Cash Balance Plan.

"Existing Participant" means an Executive who was a Participant on
March 22, 1996, or who became a Participant after March 22 1996, but on or
before June 30, 1996.

"Final Annual Pay," which is used in determining the death benefit in
Section 7.2(a)(1), means the Participant's annual rate of base pay (whether
or not deferred) on the last day he or she was on the active payroll of a
Participating Company plus the Participant's annual Standard Award as
determined under the Short Term Incentive Plan on the last day he or she was
on the active payroll.

"Final Average Monthly Base Pay," which is used in determining the
Regular Basic Benefit in Section 3.3(b)(1) and the Officer Minimum Benefit
in Section 3.4(b)(1), means the average of the Participant's monthly rates
of base pay, whether or not deferred, for the applicable period.

"Final Average Monthly STIP Award," as used in Section 3.3(b)(1) and
Section 3.4(b)(1) means the average of the Participant's Monthly STIP Awards
for the applicable period.

"Intended Termination Month" means the month specified by the Committee
following the close of the merger between the Company and SBC Communications
Inc., as it may be amended by agreement of the parties.

"Interest" means hypothetical earnings on an account balance, which
shall be calculated in the manner determined by the Committee in its sole
discretion. The Committee may, but is not required to, calculate Interest
based on the interest rate used to calculate the Present Value of a
Participant's Executive Pension as of a Participant's Annuity Start Date.

"Joint Venture Employer" has the meaning set forth in the Salaried
Pension Plan.

"Mandatory Retirement Age" means age 65 for those Participants who meet
the requirements of section 12(c)(1) of the Age Discrimination in Employment
Act of 1967, as amended ("ADEA"); or as permitted under the ADEA, for those
Participants for whom age is a bona fide occupational qualification within
the meaning of section 4(f)(1) of the ADEA. There shall be no Mandatory
Retirement Age for other Participants, if any.

"Mid-Career Account" means the hypothetical unfunded bookkeeping
account established for a participant in the Mid-Career Plan.

"Mid-Career Plan" means the hypothetical unfunded bookkeeping account
established for a participant in the Mid-Career Plan.

<PAGE>

"Mid-Career Plan" means the Pacific Telesis Group Mid-Career Cash
Balance Plan.

"Monthly STIP Award" means, for any month in a calendar year, 1/12 of
the Participant's annual Standard Award (whether or not deferred) as set
forth under the Short Term Incentive Plan for that calendar year. In the
case of Participants who were Employees on the Separation Date and who had
participated in the PacTel Corporation Short Term Incentive Plan, the
Monthly STIP Award for any month before April 1, 1994, during such
participation means 1/12 of the Participant's annual standard award under
the PacTel Corporation Short Term Incentive Plan, as adjusted for changes in
position rate.

"Officer" means an individual elected or appointed to, and serving in,
one or more of the following positions:

(1) a position with the Company described in the bylaws of the Company
as that of an officer, other than an assistant officer position;

(2) a position with Pacific Bell described in the bylaws of Pacific
Bell as that of an officer, other than an assistant officer position; or

(3) a position with any Participating Company for which there is in
effect a specific designation by the Committee that the position shall be
considered to be that of an Officer for purposes of the benefit and
retirement plans.

An Officer also means a named Employee of any Participating Company for
which there is in effect a specific designation by the Committee that the
named Employee shall be included in the definition of "Officer" for purposes
of the benefit and retirement plans.

"Officer Minimum Benefit" means the Total Benefit determined under the
Officer Minimum Benefit formula, as set forth in Section 3.3.

"Officer Supplemental Benefit" means the Total Benefit determined under
the Officer Supplemental Benefit formula, as set forth in Section 3.6.

"PacTel Account Benefit," which is used to reduce the Officer Minimum
Benefit in Section 3.4(b),means a monthly pension, commencing as of the
Participant's Annuity Start Date, whose Present Value equals the sum of the
following amounts:

(1) the value of the Basic Account under the PacTel Retirement Plan on
the Separation Date, plus Interest to the Annuity Start Date;

(2) the value of the Variable Account under the PacTel Retirement
Plan on the Separation Date, plus Interest to the Annuity Start Date;

(3) the value of the Transition Account under the PacTel Retirement
Plan on the Separation Date, plus Interest to the Annuity Start Date;

(4) the amount of all withdrawals and distributions made from the
Basic, Variable and Transition Accounts under the PacTel Retirement Plan
prior to the Separation Date, plus Interest from the date of withdrawal to
the Annuity Start Date; and

<PAGE>

(5) the value of the Participant's accounts attributable to Company
contributions under the PacTel Corporation Excess Benefit Plan and the
PacTel Corporation Deferred Compensation Plan as of the Separation Date,
other than Company "matching" contributions, plus Interest to the Annuity
Start Date. (As of the Separation Date, assets and liabilities attributable
to these plans were transferred to the AirTouch Communications Excess
Benefit Plan.)

"PacTel Employee" means a Participant who was employed by PacTel
Corporation or any of its subsidiaries (if such subsidiary was a
participating company in the PacTel Corporation Employees Pension Plan)
before the Separation Date.

"PacTel Pension Benefit," which is used to reduce the Officer Minimum
Benefit in Section 3.4(b), means the sum of the pensions payable at age 65
that were accrued as of the Separation Date under the AirTouch
Communications Employees Pension Plan (other than any pension payable under
Supplements A, B and C of that plan) and the AirTouch Communications
Supplemental Executive Pension Plan, except that each pension shall be
adjusted for early payment, under the terms of its plan in effect at the
Separation Date, as if the Participant's annuity under the plan commenced on
the Participant's Annuity Start Date under those plans, if received as a
service pension, or on the Annuity Start Date under this Plan, if received
as a vested pension.

"PacTel Retirement Plan" means the defined contribution plan maintained
by the Company before the Separation Date for the benefit of employees of
PacTel Corporation and its subsidiaries. Its formal name was the PacTel
Corporation Retirement Plan. (As of the Separation Date, assets and
liabilities attributable to this plan were transferred to the AirTouch
Communications Retirement Plan).

"Participant" means an Employee described in Section 2.1 of the
Executive Plan and, to the extent that other Employees who participated in
the Executive Plan or a Predecessor Plan are specifically included, such
other Employees.

"Participating Companies" mean the Company and each other corporation
or partnership that both (a) participates in the Salaried Pension Plan and
(b) has determined, with the concurrence of the Company's Board of
Directors, to participate in this Plan.

"Pay" means a Participant's base pay, whether or not deferred, plus the
Participant's Standard Award, whether or not deferred. For purposes of
determining the ongoing Pay-based allocations under Section 3.5, the
Standard Award shall be taken into account in the month in which it is paid.

"Plan Administrator" means the Executive Vice President-Human Resources
of the Company, as set forth in Section 10.2.

"Predecessor Plans" mean the Pacific Telesis Group Executive Non-
Salaried Pension Plan, the Pacific Telesis Group Supplemental Executive
Retirement Plan, and the minimum pension and related welfare and surviving
spouse benefit provisions of the Pacific Telesis Group Executive Disability
and Survivor Protection Plan (formerly called the Pacific Telesis Group
Senior Management Long Term Disability and Survivor Protection Plan). It

<PAGE>

also means the predecessor plan to those plans, i.e., the Bell System Senior
Management Non-Salaried Pension Plan.

"Present Value" means a single sum which is actuarially equivalent to a
monthly pension commencing as of a specified date and payable for the
Participant's life determined by using Standard Factors.

"Qualified Pension Benefit" means the part of a Participant's Total
Benefit payable from the pension fund associated with the Salaried Pension
Plan. Such benefit shall be adjusted for early payment if applicable and
further adjusted for any additional pension actually payable after the
Annuity Start Date due to increased limits under section 415 of the Internal
Revenue Code. However, if a Participant is not an Executive at his or her
Termination of Employment and if nonqualified pension benefits are payable
under the Excess Plan due to limits under sections 401(a)(17) and 415 of the
Internal Revenue Code, then the term Qualified Pension Benefit, for purposes
of determining the appropriate offset, shall include the nonqualified
pension benefits payable under the Excess Plan. Any ad hoc or other
increases payable under the Salaried Pension Plan after the Annuity Start
Date (other than increases due to section 415 limits) shall not be included
in the amount of the Participant's Qualified Pension Benefit.

"Regular Surviving Spouse Benefit" means the Total Benefit of the
surviving spouse of an Existing Participant determined under the formula set
forth in Section 6.3.

"Salaried Pension Plan" means the Pacific Telesis Group Cash Balance
Pension Plan for Salaried Employees.

"Select Officer" means a Participant designated by the Committee or its
delegate as providing services in the position then held by the Participant
that are critical to the efficient operation of the Company through, and
continuing after, the merger of the Company and SBC Communications Inc.

"Separation Date" means April 1, 1994, the date as of which occurred
the total and complete separation of the ownership of PacTel Corporation
from the Company.

"Short Term Incentive Plan" means the Pacific Telesis Group Short Term
Incentive Plan and its predecessor plan.

"Standard Award" shall have the meaning set forth in the Short Term
Incentive Plan, which includes adjustments for changes in position rate.

"Standard Factor" has the same meaning as under the Salaried Pension
Plan.

"Supplementary Rate" means the rate used to construct a Participant's
opening account balance under Section 3.5(c) and to make ongoing Pay-based
allocations to the Participant's Executive Account or Mid-Career Account.
The Supplementary Rate of a Participant hired on or after July 1, 1996 shall
be the percentage specified in Appendix A based on the Participant's age at
hire, subject to any inconsistent or overriding provision in an employment
agreement between the Participant and the Company.
The Supplementary Rate of an Existing Participant shall be the rate that,
in combination with the Participant's Basic Rate, is designed to provide a

<PAGE>

projected Total Benefit under the Executive Plan payable at age 65 that is a
specified percentage of the projected Total Benefit that would have been
payable to the Participant under the terms of the Salaried Pension Plan,
Mid-Career Plan and Executive Plan as in effect at March 21, 1996. The
Supplementary Rate of each Existing Participant is defined in an
administrative document held by Executive Compensation and Benefits, the
provisions of which are effective as of July 1, 1996, and not subject to
amendment thereafter.

"Surviving Spouse Cash Balance Benefit" means the Total Benefit of the
surviving spouse of a Participant determined under the cash balance benefit
formula in Section 6.4.

"Term of Employment" means the number of years and months credited to
the Participant as of the applicable determination date. A Participant's
Term of Employment (i) includes all periods that the Participant was
employed by the Company, other companies participating in the Salaried
Pension Plan, certain Joint Venture Employers, and certain predecessor
employers; (ii) does not include service before a break in service until
such service is "bridged" as provided in the Salaried Pension Plan; and
(iii) excludes any period of employment which was transferred from the
Salaried Pension Plan to the PacTel Corporation Employees Pension Plan
effective before the Separation Date and was included in the Participant's
service recognized by that plan as of the Separation Date.

"Termination of Employment" has the same meaning as under the Salaried
Pension Plan.

"Total Account" means the hypothetical unfunded bookkeeping account
established for each participant in the Excess Plan.

"Total Benefit" means the benefit payable to a Participant (or
surviving spouse, in the event of a Participant's death) under the Salaried
Pension Plan and the Executive Plan.

"Years of Credited Service" means the number of whole and partial years
credited to the Participant for purposes of calculating the monthly pension
under the Salaried Pension Plan except that, as provided in Section 3.2(c)
above, if a Participant is not an Executive at his or her Termination of
Employment, the years so credited under the Salaried Pension Plan after the
Participant ceased serving as an Executive shall be disregarded. As
provided under the Salaried Pension Plan as in effect at March 21, 1996, a
Participant's Years of Credited Service (i) reflect an adjustment for part-
time employment; (ii) do not include periods of service with a non-
Participating Company without a transfer of assets and corresponding
liabilities; (iii) do not include periods that the Participant was employed
by PacTel Corporation (and its subsidiaries) between January 1, 1987, and
the Separation Date unless the Participant was an Employee on the Separation
Date and had been a full accrual participant under the PacTel Corporation
Employees Pension Plan before the Separation Date; (iv) do not include
periods of service before a break in service until such service is "bridged"
as provided in the Salaried Pension Plan (provided, however, that for
purposes of determining a Participant's Basic Benefit, Years of Credited
Service shall include any service that could be bridged as of June 30,
1996); and (v) are limited to the greater of 30 years or the actual years
accrued as of December 31, 1994.

<PAGE>

"Years of Officer Service" means the number of whole and partial 365-
day periods during which the Participant was continuously employed as an
Officer of a Participating Company. In addition, Years of Officer Service
include periods of service with other members of the Employer Group or Joint
Venture Employers (non-Participating Companies) if such service is included
in the Participant's Term of Employment and if the position in which the
Participant served at the non-Participating Company is designated by the
Committee to be the equivalent of an Officer position for purposes of this
Plan. Such service with non-Participating Companies shall not be considered
a break in the continuity of Years of Officer Service for purposes of
Sections 3.3(a) and (b). If a Participant has a break in the continuity of
Years of Officer Service which does not exceed six months, service before
and after the break shall be included in the Participant's Years of Officer
Service. However, if a Participant is reemployed after a break of more than
six (6) months in the continuity of Years of Officer Service, the
Participant's service before the break shall not be included in his or her
Years of Officer Service until the Participant completes 5 Years of Officer
Service after reemployment. Subject to these break-in-service rules,
service as an Officer with a company that participated in a Predecessor Plan
before the Separation Date (including PacTel Corporation) shall be included
in the Participant's Years of Officer Service, regardless of whether or not
such service is included in the Participant's Term of Employment after the
Separation Date.

<PAGE>

APPENDIX A -- SUPPLEMENTARY RATE

Percentage of Pay
Age at Hire Allocation
----------- -----------------

40 2.9%
41 3.4%
42 3.9%
43 4.5%
44 5.1%
45 5.8%
46 6.6%
47 7.3%
48 7.9%
49 8.1%
50 8.3%
51 8.6%
52 8.8%
53 9.1%
54 9.3%
55 9.6%
56 9.8%
57 10.1%
58 10.3%
59 10.6%
60 10.9%

<PAGE>

<TABLE>
APPENDIX B -- OPENING BALANCE FACTORS

Opening Balance Factors Under 1%/8% Cash Balance Plan
(Based on Final Year's Pay and Service as of 6/30/96)

- --------------------------------------------------------------------------------------------------------------------------
Months
--------------------------------------------------------------------------------------------------------------------
Years 0 1 2 3 4 5 6 7 8 9 10 11
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

0 0.0000 0.0009 0.0017 0.0026 0.0035 0.0043 0.0052 0.0061 0.0069 0.0078 0.0087 0.0095
1 0.0104 0.0113 0.0122 0.0131 0.0140 0.0149 0.0158 0.0166 0.0175 0.0184 0.0193 0.0202
2 0.0211 0.0220 0.0229 0.0239 0.0248 0.0257 0.0266 0.0275 0.0284 0.0294 0.0303 0.0312
3 0.0321 0.0331 0.0340 0.0350 0.0359 0.0369 0.0379 0.0388 0.0398 0.0407 0.0417 0.0426
4 0.0436 0.0446 0.0456 0.0466 0.0475 0.0485 0.0495 0.0505 0.0515 0.0525 0.0534 0.0544
5 0.0554 0.0564 0.0574 0.0585 0.0595 0.0605 0.0615 0.0625 0.0635 0.0646 0.0656 0.0666
6 0.0676 0.0687 0.0697 0.0708 0.0718 0.0729 0.0739 0.0750 0.0760 0.0771 0.0781 0.0792
7 0.0802 0.0813 0.0824 0.0835 0.0846 0.0857 0.0868 0.0878 0.0889 0.0900 0.0911 0.0922
8 0.0933 0.0944 0.0956 0.0967 0.0978 0.0989 0.1001 0.1012 0.1023 0.1034 0.1046 0.1057
9 0.1068 0.1080 0.1091 0.1103 0.1114 0.1126 0.1138 0.1149 0.1161 0.1172 0.1184 0.1195
10 0.1207 0.1219 0.1231 0.1243 0.1255 0.1267 0.1279 0.1291 0.1303 0.1315 0.1327 0.1339
11 0.1351 0.1363 0.1376 0.1388 0.1401 0.1413 0.1426 0.1438 0.1450 0.1463 0.1475 0.1488
12 0.1500 0.1513 0.1526 0.1539 0.1551 0.1564 0.1577 0.1590 0.1603 0.1616 0.1628 0.1641
13 0.1654 0.1667 0.1681 0.1694 0.1707 0.1720 0.1734 0.1747 0.1760 0.1773 0.1787 0.1800
14 0.1813 0.1827 0.1840 0.1854 0.1868 0.1881 0.1895 0.1909 0.1922 0.1936 0.1950 0.1963
15 0.1977 0.1991 0.2005 0.2020 0.2034 0.2048 0.2062 0.2076 0.2090 0.2105 0.2119 0.2133
16 0.2147 0.2162 0.2176 0.2191 0.2206 0.2220 0.2235 0.2250 0.2264 0.2279 0.2294 0.2308
17 0.2323 0.2338 0.2353 0.2368 0.2383 0.2398 0.2414 0.2429 0.2444 0.2459 0.2474 0.2489
18 0.2504 0.2520 0.2535 0.2551 0.2566 0.2582 0.2598 0.2613 0.2629 0.2644 0.2660 0.2675
19 0.2691 0.2707 0.2723 0.2740 0.2756 0.2772 0.2788 0.2804 0.2820 0.2837 0.2853 0.2869
20 0.2885 0.2902 0.2919 0.2935 0.2952 0.2969 0.2986 0.3002 0.3019 0.3036 0.3053 0.3069
21 0.3086 0.3103 0.3120 0.3138 0.3155 0.3172 0.3189 0.3206 0.3223 0.3241 0.3258 0.3275
22 0.3292 0.3310 0.3328 0.3346 0.3363 0.3381 0.3399 0.3417 0.3435 0.3453 0.3470 0.3488
23 0.3506 0.3524 0.3543 0.3561 0.3580 0.3598 0.3617 0.3635 0.3653 0.3672 0.3690 0.3709
24 0.3727 0.3746 0.3765 0.3784 0.3803 0.3822 0.3842 0.3861 0.3880 0.3899 0.3918 0.3937
25 0.3956 0.3976 0.3995 0.4015 0.4035 0.4054 0.4074 0.4094 0.4113 0.4133 0.4153 0.4172

<PAGE>

APPENDIX B -- OPENING BALANCE FACTORS (Cont'd.)

Opening Balance Factors Under 1%/8% Cash Balance Plan
(Based on Final Year's Pay and Service as of 6/30/96)

26 0.4192 0.4212 0.4233 0.4253 0.4273 0.4294 0.4314 0.4334 0.4355 0.4375 0.4395 0.4416
27 0.4436 0.4457 0.4478 0.4499 0.4520 0.4541 0.4562 0.4583 0.4604 0.4625 0.4646 0.4667
28 0.4688 0.4710 0.4732 0.4753 0.4775 0.4797 0.4819 0.4840 0.4862 0.4884 0.4906 0.4927
29 0.4949 0.4971 0.4994 0.5016 0.5039 0.5061 0.5084 0.5106 0.5128 0.5151 0.5173 0.5196
30 0.5218 0.5241 0.5265 0.5288 0.5311 0.5334 0.5358 0.5381 0.5404 0.5427 0.5451 0.5474
31 0.5497 0.5521 0.5545 0.5569 0.5593 0.5617 0.5641 0.5664 0.5688 0.5712 0.5736 0.5760
32 0.5784 0.5809 0.5834 0.5859 0.5883 0.5908 0.5933 0.5958 0.5983 0.6008 0.6032 0.6057
33 0.6082 0.6108 0.6133 0.6159 0.6184 0.6210 0.6236 0.6261 0.6287 0.6312 0.6338 0.6363
34 0.6389 0.6416 0.6442 0.6469 0.6495 0.6522 0.6548 0.6575 0.6601 0.6628 0.6654 0.6681
35 0.6707 0.6734 0.6762 0.6789 0.6816 0.6844 0.6871 0.6898 0.6926 0.6953 0.6980 0.7008
36 0.7035 0.7063 0.7092 0.7120 0.7148 0.7176 0.7205 0.7233 0.7261 0.7289 0.7318 0.7346
37 0.7374 0.7403 0.7433 0.7462 0.7491 0.7520 0.7550 0.7579 0.7608 0.7637 0.7667 0.7696
38 0.7725 0.7755 0.7785 0.7816 0.7846 0.7876 0.7906 0.7936 0.7966 0.7997 0.8027 0.8057
39 0.8087 0.8118 0.8149 0.8181 0.8212 0.8243 0.8274 0.8305 0.8336 0.8368 0.8399 0.8430
40 0.8461 0.8493 0.8526 0.8558 0.8590 0.8622 0.8655 0.8687 0.8719 0.8751 0.8784 0.8816
41 0.8848 0.8881 0.8915 0.8948 0.8981 0.9015 0.9048 0.9081 0.9115 0.9148 0.9181 0.9215
42 0.9248 0.9283 0.9317 0.9352 0.9386 0.9421 0.9455 0.9490 0.9524 0.9559 0.9593 0.9628
43 0.9662 0.9698 0.9733 0.9769 0.9804 0.9840 0.9876 0.9911 0.9947 0.9982 1.0018 1.0053
44 1.0089 1.0126 1.0163 1.0199 1.0236 1.0273 1.0310 1.0346 1.0383 1.0420 1.0457 1.0493
45 1.0530 1.0568 1.0606 1.0644 1.0682 1.0720 1.0759 1.0797 1.0835 1.0873 1.0911 1.0949
46 1.0987 1.1026 1.1066 1.1105 1.1144 1.1183 1.1223 1.1262 1.1301 1.1340 1.1380 1.1419
47 1.1458 1.1499 1.1539 1.1580 1.1621 1.1661 1.1702 1.1743 1.1783 1.1824 1.1865 1.1905

</TABLE>

Exhibit 10mm

DESCRIPTION OF PACIFIC TELESIS GROUP
GROUP PERSONAL UMBRELLA LIABILITY INSURANCE PROGRAM

Coverage: Group Personal Umbrella Liability

Insured: All members of insured groups, 1.) All TEMG members, 2.) All Board
of Directors, 3.) All Non-Officer Business Unit Heads 4.) All H-
18's and 5.) All retired members who were previously insured under
one of the other groups.

Limits: $5,000,000 Per occurrence, excess of Required
Underlying Limits of Automobile,
Snowmobile, & UM/UIM $250,000/$500,000
BI & $50,000 PD or $300,000 ($325,000 in
Texas) CSL per occurrence. Homeowners,
Watercraft & Employers Liability
$100,000 per occurrence

Additional $5,000,000 excess Per occurrence. Each
Limits: $5,000,000. member, at their option,
may purchase an additional $5,000,000. of
coverage in excess of the primary
umbrella policy making their total
umbrella limits $10,000,000.

Deductibles: None, but Required Coverage applies excess
Underlying Limits Underlying Limits or
or Retained Limit $35,000 Retained Limit if
applies there is no Required
Underlying Limit .

Description: The program provides liability limits for all members of the
groups insured in excess of what is provided by the member's
basic homeowner's and automobile policies. The Group Personal
Umbrella Program provides additional limits of coverage for
liability arising out of member's homes, rental properties
personal activities, personal injury exposures resulting from
non-profit directorship and officership, automobiles,
watercraft and recreational vehicles. (Some items are subject
to specified limitations)

Exclusions: Exclusions include: Intentionally caused injuries, aircraft,
some watercraft, damage caused by cars or boats in prearranged
races, providing or failure to provide professional services,
business activities, transmission of communicable diseases,
property damage to owned property. Refer to policy for complete
list of exclusions.

<PAGE>

Exhibit 10nn
------------

PACIFIC TELESIS GROUP

1996 EXECUTIVE DEFERRED COMPENSATION PLAN

(Adopted Effective December 1, 1995)

<PAGE>

TABLE OF CONTENTS

SECTION 1. Purpose................................................. 1
SECTION 2. Eligibility to Participate ............................. 1
SECTION 3. Plan Accounts .......................................... 1
3.1 Establishment of Account..................................... 1
3.2 No Funding or Assignment .................................... 1
SECTION 4. Deferred Compensation .................................. 2
4.1 Annual Deferral and Distribution Election.................... 2
4.2 Form of Election, Modification or Termination................ 3
4.3 Modification of Irrevocable Election by the Committee........ 3
4.4 Allocation to Accounts....................................... 4
SECTION 5. Company Match........................................... 4
5.1 Eligibility for Company Match................................ 4
5.2 Amount of Company Match...................................... 4
5.3 Allocation to Account........................................ 4
5.4 Maximum Pre-Tax Savings Plan Deferrals Required ............. 4
5.5 Savings Plan Provisions Prevail ............................. 5
SECTION 6. Earnings on Accounts. .................................. 5
6.1 Interest Allocations to Accounts............................. 5
6.2 Rate of Interest. ........................................... 5
6.3 Retroactive Limitation of Interest Accrual in Case of
Early Separation ........................................ 5
6.4 Dividends and Adjustments for Pacific Telesis Group Shares... 5
SECTION 7. Distribution ........................................... 6
7.1 Distribution Elections. ..................................... 6
7.2 Options for Distribution During Life. ....................... 6
7.3 Options for Distribution In the Event of Death .............. 6
7.4 Form of Elections............................................ 7
7.5 Form and Timing of Distribution.............................. 7
7.6 Distributions Not in Accordance with Elections............... 7
7.6.1 Postponement of Payment.................................... 7
7.6.2 Immediate Single Payment................................... 8
7.6.3 Hardship Distribution...................................... 8
7.7 Payment Obligation......................................... 8
SECTION 8. Administration; Claims and Review Procedures............ 9
8.1 Plan Administrator........................................... 9
8.2 Initial Claim Unnecessary.................................... 9
8.3 Review of Adverse Decisions. ................................ 9
SECTION 9. Amendment and Termination. ............................. 9
9.1 Amendment ................................................... 9
9.2 Termination ................................................. 10
SECTION 10. Definitions. ......................................... 10

<PAGE>

PACIFIC TELESIS GROUP
1996 EXECUTIVE DEFERRED COMPENSATION PLAN
(Adopted Effective December 1, 1995)

SECTION 1. Purpose.

The Pacific Telesis Group 1996 Executive Deferred Compensation Plan (the
"Plan") provides certain Officers of the Company with an opportunity to
defer compensation and accrue earnings on a pre-tax basis and with an
opportunity to receive employer matching contributions that cannot be
provided to them under the Pacific Telesis Group Supplemental Retirement and
Savings Plan for Salaried Employees ("the Savings Plan") because of the
limitations imposed by section 401(a)(17) of the Internal Revenue Code of
1986, as amended (the "Code").

SECTION 2. Eligibility to Participate.

The following employees are eligible to participate in the Plan:

(A) Officers of Pacific Telesis Group and/or Pacific
Bell;

(B) The Officers of any Affiliate of Pacific Telesis
Group who are specifically designated to participate by
the PTG Board and the Board of Directors or other
governing body of such Affiliate.

SECTION 3. Plan Accounts.

3.1 Establishment of Account. An account shall be established for
each eligible employee who elects to become a participant in the Plan in
accordance with the procedures set forth in Section 4 of the Plan. The
account shall be credited with allocations and earnings under Sections 4, 5
and 6 and debited with distributions under Section 7 of the Plan.

3.2 No Funding or Assignment. For income tax purposes under the Code
and for purposes of Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), it is intended that this Plan constitute an
unfunded deferred compensation arrangement. The amounts credited to Plan
accounts for employees of each participating Company shall be held in the
general funds of such participating Company. All amounts in such accounts,
including all Compensation deferred by an employee, shall remain an asset of
the participating Company. A participating Company shall not be required to
reserve or otherwise set aside funds for the payment of amounts credited to
Plan accounts. The obligation of a participating Company to pay benefits
under the Plan constitutes a mere promise to make benefit payments in the
future, and shall be unfunded as to the employee, whose rights shall be
those of a general unsecured creditor. Title to and beneficial ownership of
any assets which a participating Company may set aside or otherwise
designate to make payments under the Plan shall at all times remain in the
participating Company, and the employee shall not have any property interest
in any specific assets of a participating Company. The rights of an employee
or his or her beneficiary to benefit payments under the Plan are not subject
in any manner to assignment, alienation, pledge or garnishment by creditors.

<PAGE>

SECTION 4. Deferred Compensation.

4.1 Annual Deferral and Distribution Election. An eligible employee
may elect to participate in the Plan prior to the beginning of any calendar
year, or within 30 days of first becoming eligible to participate in the
Plan, or within 30 days of becoming eligible to participate in a feature of
the Plan with respect to such Plan feature. An employee's election shall
direct that compensation in one or more of the following categories
(collectively "Compensation") be deferred and credited to an account under
the Plan, subject to the limitations and effectiveness prescribed for each
category of Compensation, and shall direct that such Compensation, together
with all other amounts credited under the Plan with respect to such
Compensation under Section 5 (Company Match) and Section 6 (Earnings), shall
be distributed in accordance with a distribution option set forth in Section
7.

(A) Salary. An employee may elect to defer part of his
or her base annual compensation ("Salary") otherwise
payable for services performed in a calendar year, but not
less than $2,500 nor more than 80% of salary. Such
election shall become effective for Salary otherwise
payable for services performed in the payroll period
beginning, (i) in the case of an employee who makes an
election within 30 days of first becoming eligible to
participate in the Plan, immediately subsequent to the
election or (ii) in all other cases, on the first day of
the calendar year to which the election applies. An
election related to Salary otherwise payable for services
performed in any calendar year shall become irrevocable,
(x) in the case of an election made within 30 days of
first becoming eligible to participate in the Plan, on the
last day before the applicable payroll period for which
the election becomes effective, or (y) in all other cases,
on the last day prior to the beginning of such calendar
year.

(B) STIP. An employee may elect to defer all or part,
but not less than $5,000, of his or her awards under the
Pacific Telesis Group Short-Term Incentive Plan, or a
similar or successor incentive compensation plan or
program of Pacific Telesis Group or an Affiliate ("STIP"),
for services performed in a calendar year and otherwise
payable in the calendar year following such calendar year.
Such election may be made with respect to services to be
performed (i) in the remainder of the year in which the
employee first becomes eligible to participate in the
Plan, provided the election is made prior to October 1st
of such year, which election shall become effective for
STIP earned with respect to services performed beginning
with the payroll period immediately subsequent to the
election, or (ii) in the next following calendar year,
which election on shall become effective on the first day
of the calendar year to which the election applies in all
other cases. An election related to the STIP award for
services performed in a calendar year shall become
irrevocable (x) in the case of an election made within 30

<PAGE>

days of first becoming eligible to participate in the
Plan, on the last day before the applicable payroll period
for which the election becomes effective, or (y) in all
other cases, on the last day prior to the beginning of
such calendar year.

(C) LTIP. An employee may elect to defer all or part,
but not less than $5,000, of his or her awards under the
Pacific Telesis Group Senior Management Long-Term
Incentive Plan or a similar or successor long term
incentive compensation plan of Pacific Telesis Group or an
Affiliate ("LTIP"), for services performed in a multiple-
year performance period and otherwise payable in a
calendar year following such performance period. An
election related to the LTIP award otherwise payable for
services performed in a performance period shall become
irrevocable on the last day prior to the beginning of the
performance period applicable to that LTIP award.

(D) Other Awards. An employee may elect to defer all or
part of his or her awards under any other bonus, special
award, or any other similar form of compensation ("Other
Awards") otherwise payable to him or her by a
participating Company with respect to services performed
in a calendar year. An election related to Other Awards
otherwise payable in a calendar year shall become
irrevocable on the last day prior to the beginning of such
calendar year.

Notwithstanding the foregoing, in no event shall deferrals under the Plan
include that portion of Compensation required for all applicable tax, Social
Security and employee benefit plan withholding, whether or not such
withholding requirement is related to this Plan.

4.2 Form of Election, Modification or Termination. An employee's
election or written notice of modification or termination of any prior
election shall be made in accordance with procedures established by the Plan
Administrator, in the form of a document approved by the Plan Administrator,
executed by the employee and filed with the Plan Administrator or his or her
designee. An election which has not become irrevocable may be modified,
terminated or reinstated by the employee prior to the time such election
would have become irrevocable as provided in Section 4.1. An election with
respect to Salary, STIP or Other Awards for services performed in a calendar
year and/or with respect to LTIP for services performed in a multiple-year
performance period shall be deemed irrevocably terminated when the employee,
whether by transfer or termination of employment, ceases to be eligible to
participate in the Plan during such calendar year and/or such multiple-year
performance period (as applicable).

4.3 Modification of Irrevocable Election by the Committee. Upon
receipt of a written request made by or on behalf of an employee, the
Committee in its sole discretion may modify or terminate the employee's
election with respect to Compensation otherwise payable in a calendar year
as it deems necessary to prevent extreme financial hardship to the employee,
notwithstanding that the election has become effective and irrevocable as
provided in Section 4.1.

<PAGE>

4.4 Allocation to Accounts. Deferred amounts related to Compensation
which would otherwise have been paid by a participating Company shall be
credited to the employee's account as of the date the Compensation would
otherwise have been paid. Deferred amounts related to Compensation which
would otherwise have been distributed in Pacific Telesis Group common shares
shall be credited to the employee's account as deferred Pacific Telesis
Group shares as of the date such Pacific Telesis Group shares would
otherwise have been transferred to the employee.

SECTION 5. Company Match.

5.1 Eligibility for Company Match. An employee who (A) elects to
defer Compensation under the Plan for a calendar year, and (B) has made the
maximum elective deferral under the Savings Plan permitted by section 402(g)
of the Code for such calendar year (except to the extent that a further
limitation is required by section 401(k)(3) and/or section 415 of the Code),
shall be eligible to have additional amounts based on Compensation deferred
pursuant to this Plan ("Company Match") credited to his or her account
hereunder.

5.2 Amount of Company Match. The Company Match credited to an
employee's account under this Plan with respect to Compensation deferred
during a calendar year shall be equal to

(A) the amount of Compensation deferred into the
employee's Plan account, multiplied by

(B) the percentage in effect for that calendar year at
which the employee's Basic Contributions to the Savings
Plan are matched by employing Company contributions;

provided, however, that the maximum Company Match credited to the employee's
account under this Plan shall not exceed

(D) the percentage in effect for that calendar year at which the
employee's Basic Contributions to the Savings Plan are matched by
employing Company contributions, reduced by

(E) the total amount of matching Company contributions
credited to the employee's account under the Savings Plan.

For purposes of determining the amount of Compensation deferred into the
employee's Plan account, deferred Pacific Telesis Group common shares shall
be valued by multiplying the number of shares deferred by the Price of
Pacific Telesis Group common shares on the deferral date.

5.3 Allocation to Account. Until fully credited for the calendar
year, and subject to the delay provided in Section 5.4, Company Match shall
be credited to an employee's account under this Plan as of each date that
deferred Compensation is credited to the employee's account under this Plan.

5.4 Maximum Pre-Tax Savings Plan Deferrals Required. No Company Match
shall be credited to an employee's account for a calendar year until the
employee has made before-tax contributions under the Savings Plan equal to

<PAGE>

the maximum elective deferrals permitted under section 402(g) of the Code,
as further limited by section 401(k)(3) of the Code. Thereafter, the
employee's account shall immediately be credited with an amount equal to the
Company Match that would otherwise have been previously credited under
Section 5.3.

5.5 Savings Plan Provisions Prevail. The provisions of this Section 5
shall not limit or affect the application of the provisions regarding
matching Company contributions in the Savings Plan, which shall take
precedence over the provisions of this Section 5.

SECTION 6. Earnings on Accounts.

6.1 Interest Allocations to Accounts. Deferred amounts related to
Compensation which would otherwise have been paid in cash shall bear
interest from the date the Compensation would otherwise have been paid.
Interest shall be applied to Company Match credited to an employee's account
as if such Company Match had been credited to the employee's account at the
same time that the related amounts of Compensation deferred hereunder were
credited to the employee's account. The interest credited to an account
shall be compounded annually at the end of each calendar year.

6.2 Rate of Interest. The rate of interest to be applied to an
employee's aggregate account balance under the Plan for a calendar year
shall be determined by the Committee from time to time, and promptly
communicated to eligible employees in advance of its application, but in no
event shall (A) the interest rate be decreased below the average 10-Year
Treasury note rate, (B) any reduction apply to interest already credited to
Plan accounts for periods prior to the Committee's action, or (C) any
interest rate previously guaranteed for a given period and communicated to
eligible employees be reduced during such period except as may be equitable
in light of any change in applicable law which substantially increases the
burden to the participating Companies of paying such guaranteed interest.

6.3 Retroactive Limitation of Interest Accrual in Case of Early
Separation. Notwithstanding Section 6.2, an employee whose Separation
occurs before he or she attains age 55 will receive interest on all deferred
cash Compensation and Company Match for all years of participation in the
Plan based on the average 10-Year Treasury note rate, rather than the rate
of interest established by the Committee for any particular calendar year.

6.4 Dividends and Adjustments for Pacific Telesis Group Shares. An
employee's account credited with deferred Pacific Telesis Group shares shall
be credited on each subsequent dividend payment date for Pacific Telesis
Group shares with an amount equivalent to the dividend payable on the number
of Pacific Telesis Group common shares equal to the number of deferred
Pacific Telesis Group shares in the employee's account on the record date
for such dividend. Such amount shall then be converted to a number of
additional deferred Pacific Telesis Group shares, determined by dividing
such amount by the Price of Pacific Telesis Group common shares on the
dividend payment date. In the event of any change in outstanding Pacific
Telesis Group common shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares
or other similar corporate change, the Committee shall make such
adjustments, if any, that it deems appropriate in the number of deferred
Pacific Telesis Group shares then credited to an employee's account. Any

<PAGE>

and all such adjustments shall be conclusive and binding upon all parties
concerned.

SECTION 7. Distribution.

7.1 Distribution Elections. At the time an eligible employee makes an
election to defer Compensation otherwise payable for services performed in a
calendar year, the employee also shall make an election with respect to the
distribution, during the employee's lifetime, of such deferred Compensation,
together with Company Match and earnings credited to the employee's Plan
account with respect to such deferred Compensation. Subject to the
provisions on Hardship distributions in Section 7.6.3 and the provisions on
Options for Distribution in the Event of Death in Section 7.3, distribution
elections shall become effective and irrevocable at the same time the
election to defer such Compensation becomes effective and irrevocable under
Section 4.1.

7.2 Options for Distribution During Life. An employee may elect to
receive the amounts credited to the employee's Plan account with respect to
a deferral election made pursuant to Section 4.1 (a) in one payment, or (b)
in a number of annual installments over a period of 5, 10, or 15 years,
calculated in accordance with procedures established by the Plan
Administrator. As specified by the employee, distributions shall commence
as soon as practicable after

(A) the first day of the calendar year next following
the employee's Separation;

(B) the first day of the fifth calendar year next
following the employee's Separation; or

(C) the first day of the calendar year next following
the employee's attainment of a specified age between 59
1/2 and 70.

All amounts credited to an employee's Plan account with respect to which he
or she has elected distribution in the same form and commencing at the same
time shall be aggregated as a single Distribution Account. Notwithstanding
the employee's election under this Section 7.2 with respect to the time and
form of distribution for each such Distribution Account, if the aggregate of
all amounts credited to an employee's Distribution Account is less than
$50,000 at the time of such employee's Separation, such Distribution Account
shall be distributed in a single payment as soon as practicable after the
first day of the calendar year next following the employee's Separation.

7.3 Options for Distribution In the Event of Death. An employee may
elect that, in the event the employee should die before full payment of all
amounts credited to the employee's Plan account, the balance of the
employee's Plan account shall be distributed to the beneficiary or
beneficiaries designated by the employee

(A) in one payment, paid as soon as practicable after
the first day of the calendar year next following the year
of the employee's death;

(B) in 10 annual installments, calculated in accordance

<PAGE>

with procedures established by the Plan Administrator,
commencing as soon as practicable after the first day of
the calendar year next following the year of the
employee's death, provided that if the aggregate of all
amounts credited to an employee's Plan Account is less
than $50,000 at the time of such employee's death, such
Distribution Account shall be distributed in a single
payment as soon as practicable after the first day of the
calendar year next following the employee's death; or

(C) by a continuation of the distribution times and
forms elected under Section 7.2 (in the case of an
employee who dies before commencement of distributions,
using as any specified age the date the employee would
have attained that age if he or she had continued to
live), subject to the single payment distribution of a
Distribution Account credited with less than $50,000 at
the time of the employee's death, as set forth in Section
7.2.

If no election has been made under this Section 7.3, the balance of the
employee's deferred account shall be distributed in one payment as soon as
practicable after the first day of the calendar year next following the year
of the employee's death. If no beneficiary designation has been made,
distribution shall be made to the estate of the employee.

7.4 Form of Elections. Distribution elections and beneficiary
designations shall be made in writing in the form of a document or documents
approved by the Plan Administrator, executed by the employee and filed with
the Plan Administrator or his or her designee. An employee may designate
one or more individuals or a trust as his or her beneficiary, and may change
the beneficiary designation at any time, effective upon receipt by the Plan
Administrator or his or her designee.

7.5 Form and Timing of Distribution. Amounts credited to an
employee's Plan account as cash plus accumulated interest, less applicable
withholding taxes, shall be distributed in cash. Amounts credited as
deferred Pacific Telesis Group shares, less applicable withholding taxes,
shall be distributed in the form of whole Pacific Telesis Group common
shares, plus cash for any fractional share. Installment distributions
subsequent to the first installment shall be paid on or about the
anniversary date of the first annual installment until the entire balance of
the employee's Plan account is paid. Account balances held pending
distribution shall continue to be credited with interest or additional
deferred Pacific Telesis Group shares, as applicable, determined in
accordance with Section 6.

7.6 Distributions Not in Accordance with Elections.

7.6.1 Postponement of Payment. The Committee may postpone payment
of Plan benefits to an employee (A) who, in the year Plan benefits would
otherwise be payable, is a "covered employee" for purposes of the $1 million
limitation on deductible compensation under Section 162(m) of the Code, and
(B) whose compensation for the year in which Plan benefits would otherwise
be payable would, but for such postponement, exceed the $1 million limit on
deductibility. In addition. notwithstanding an election pursuant to Section

<PAGE>

7.2, at the sole discretion of the Committee, in the event that an
employee's Separation is on account of total and permanent disability, as
determined by the Committee, the Committee may postpone payment of Plan
benefits to such employee to commence in a year later than the year in which
his or her Plan benefits would otherwise be payable upon such Separation,
provided that no such postponement shall extend beyond the earlier of (a)
ten years from the date of Separation, or (b) the year in which such
employee attains age 65.

7.6.2 Immediate Single Payment. Notwithstanding an election
pursuant to Section 7.2, at the sole discretion of the Committee the entire
amount then credited to the employee's account shall be paid as soon as
practicable in a single payment if an employee is involuntarily terminated
by his or her Company or becomes employed by a governmental agency having
jurisdiction over the activities of Pacific Telesis Group or any of its
Affiliates.

7.6.3 Hardship Distribution. Upon receipt of a written request
made by or on behalf of an employee, the Committee in its sole discretion
may authorize a Hardship distribution from the employee's Plan account. For
purposes of the Plan, "Hardship" means an unanticipated emergency that is
caused by an event beyond the control of the employee and that would result
in severe financial hardship if early distribution were not permitted. As
determined by the Committee in its sole discretion, Hardship may include one
or more of the following:

(A) A sudden and unexpected illness or accident of the
employee;

(B) Extraordinary and unreimbursed medical or hospital
expenses incurred by the employee or a member of his or
her family or a relative;

(D) Any other similar unforeseeable emergency that is
caused by and event beyond the control of the employee
and would impose a severe financial hardship if early
distribution were not permitted.

A distribution based on Hardship cannot exceed the amount required to meet
the immediate financial need created by the Hardship and not reasonably
available from other resources of the employee, including reimbursement or
compensation by insurance or otherwise; provided that an employee shall not
be required to request a hardship distribution from the Savings Plan in
order to receive a Hardship distribution under this Plan.

7.7 Payment Obligation. The obligation to distribute benefits under
the Plan shall be borne primarily by the last Company to employ an employee
in a position eligible to participate in the Plan immediately prior to the
distribution. A Company's withdrawal from participation in the Plan shall
not affect that Company's liability hereunder. If for any reason the
primarily liable Company fails to make timely payment of a amount due under
the Plan, Pacific Telesis Group shall be secondarily liable for the
obligation.

<PAGE>

SECTION 8. Administration; Claims and Review Procedures.

8.1 Plan Administrator. The Plan Administrator shall be the Executive
Vice President- Human Resources Pacific Telesis Group, or his or her
deligee. The Plan Administrator shall have the authority to administer and
interpret the Plan, including sole discretion to determine the rights of an
employee or beneficiary under the Plan, and to authorize disbursements under
the Plan, except for decisions expressly reserved by the Plan for the
Committee or for the PTG Board or the Board of Directors of an Affiliate.

8.2 Initial Claim Unnecessary. No claim for benefits shall be
required for commencement of distributions in accordance with an employee's
election under Sections 7.2 and 7.3 of the Plan. The obligation of a
Company to make distributions under the Plan shall not be affected by any
action or inaction (on the part of an employee, his beneficiaries or any
Company) with respect to amounts owed, including but not limited to the
failure to make timely demand, the granting of extensions of time or other
indulgences, the failure to make timely payment or the failure to give
notices other than those prescribed in Section 8.3.

8.3 Review of Adverse Decisions. An employee or beneficiary who
disagrees with a decision by the Plan Administrator relating to the payment
of benefits under the Plan may submit a claim requesting Plan benefits in
writing to the Committee, which shall respond in writing. A claim shall be
deemed denied unless the response is sent within 90 days (or within 180
days, if the Committee extends the time to respond by notifying the claimant
in writing of the special circumstances requiring an extension and the date
by which the response is expected). If the claim is denied in whole or
part, the response shall state (A) the specific reasons, making specific
reference to pertinent provisions of the Plan; (B) what additional
information, if any, would help perfect the claim for benefits; and (C) what
steps the claimant must take to submit the claim for review. Within 60 days
after the date of a denial, a claimant may file a written request for the
PTG Board of Directors to review the denial. Notwithstanding Section 8.2 of
the Plan, such request for review must be made in a timely manner for the
purpose of seeking any further review of a decision or determining any
entitlement to a benefit under the Plan. The PTG Board shall notify the
claimant in writing of the review decision, specifying the reasons for the
decision and the Plan provisions on which it is based. A claim shall be
deemed denied unless the decision on appeal is sent within 60 days (or
within 120 days, if the PTG Board extends the time to respond by notifying
the claimant in writing). The Plan Administrator, Committee and PTG Board
shall retain such right, authority and discretion as are provided or not
expressly limited in section 503 of ERISA and the regulations thereunder
and, if the Committee denies a claim upon review, the claimant shall have
such further rights of review as are provided therein.

SECTION 9. Amendment and Termination.

9.1 Amendment The PTG Board of Directors may at any time make changes
in the Plan, but such amendment shall have prospective effect only and shall
not adversely affect the rights of any employee, without his or her consent,
to any benefit under the Plan to which such employee was entitled prior to
the effective date of amendment. Changes in the interest rate applied to
Plan account balances as determined by the Committee from time to time in
accordance with Section 6.2 of the Plan shall not be deemed to be Plan

<PAGE>

amendments, notwithstanding that they apply to Compensation previously
earned and deferred. The Executive Vice President - Human Resources of
Pacific Telesis Group, with the approval of the Executive Vice President and
General Counsel of Pacific Telesis Group, shall be authorized to make minor
or administrative changes to the Plan.

9.2 Termination The PTG Board of Directors may at any time
terminate the Plan. Any termination of the Plan shall not terminate the
deferral of Compensation previously deferred into a Plan account, but may
prevent the deferral of Compensation not yet earned notwithstanding the
employee's prior election to defer such Compensation.

SECTION 10. Definitions.
For purposes of this Plan, the following words shall have the meaning so
defined unless the context clearly indicates otherwise:

10.1 "Affiliate" as the term relates to Pacific Telesis Group, means a
subsidiary of or other entity that controls, is controlled by, or is under
common control with Pacific Telesis Group, as the case may be. As used
herein, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such
entity, whether through ownership of voting securities or other interests,
by contract or otherwise.

10.2 "PTG Board of Directors" or "PTG Board" means the Board of
Directors of Pacific Telesis Group.

10.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated thereunder.

10.4 "Committee" means the Compensation and Personnel Committee of the
Board of Directors of Pacific Telesis Group.

10.5 "Company" shall mean Pacific Telesis Group, Pacific Bell or any
other corporation which is an Affiliate of Pacific Telesis Group.

10.6 "Officer" means an officer of a Company, as determined by the Plan
Administrator, but the term shall not include Assistant Secretary, Assistant
Treasurer, Assistant Comptroller or any other assistant officer.

10.7 "Price" with respect to Pacific Telesis Group common shares as of
a particular date means the average of the daily high and low sale prices of
Pacific Telesis Group common shares on the New York Stock Exchange ("NYSE")
for the period of five trading days ending on such date, or the period of
five trading days immediately preceding such date if the NYSE is closed on
the date.

10.8 "Savings Plan" means the Pacific Telesis Group Supplemental
Retirement and Savings Plan for Salaried Employees.

10.9 "Savings Plan Salary" means "Salary" as defined in the Pacific
Telesis Group Supplemental Retirement and Savings Plan for Salaried
Employees, without reduction for deferrals of salary under this Plan and
without regard to the limit on compensation under section 401(a)(17) of the
Code. If an eligible employee is employed by a participating Company for
only a portion of a calendar year or is on a leave of absence for a portion

<PAGE>

of a calendar year, the employee's Savings Plan Salary is prorated to
reflect only the period during which the employee was actively employed by a
participating Company.

10.10 "Separation" means retirement or termination from all
employment with Pacific Telesis Group or its Affiliates.

<PAGE>

Exhibit 10pp(vii)
-----------------

AGREEMENT FOR SERVICES

This AGREEMENT FOR SERVICES ("Agreement"), entered into as of March 28,
1997, by and between PHILIP J. QUIGLEY (the "Officer") and SBC
Communications Inc., a Delaware corporation ('SBC'),

WITNESSETH:

WHEREAS the Officer and Pacific Telesis Group ("Pacific") entered into
an Employment Agreement effective April 1, 1994 (the "1994 Agreement'),
which, among other things, provides for the payment by Pacific to officer of
various amounts under various circumstances in the event of the termination
of Officer's employment; and

WHEREAS SBC is desirous of having the Officer continue working for
Pacific as President and Chief Executive Officer of Pacific following the
merger of SBC Communications (NV) Inc. into Pacific (the "Merger" or 'the
closing of the Merger'); to serve as Vice Chairman of SBC; to serve on the
SBC Board; and to enter into an agreement to provide certain consulting
services to SBC in the event of any early conclusion of the Officer's
employment as an officer of Pacific; all as described herein; and

WHEREAS the Officer and SBC wish to confirm the details pertaining to
Officer's services for SBC:

NOW, THEREFORE, the parties hereby agree as follows:

1. Except as provided herein, this Agreement shall not affect or limit
the 1994 Agreement. Accordingly, Officer's employment by Pacific shall
continue to be subject to the terms of the 1994 Agreement as clarified by
the terms of this Agreement.

2. Officer agrees to continue to work for Pacific following the Merger
as President and Chief Executive Officer of Pacific, such employment to be
pursuant to the terms of the 1994 Agreement as clarified by the terms of
this Agreement. Such employment will continue through the close of business
on a date that is thirty-six months following the close of the Merger at
which time Officer's employment with Pacific shall terminate unless extended
by mutual agreement of the parties. Officer's base and incentive
compensation during such employment shall be as follows:

- -- Officer's starting base shall be at the annual rate of $845,000.

- -- Effective January 1, 1998, Officer's short term incentive target awards
and long term incentive grants shall be as determined by the Human
Resources Committee of SBC ("HRC'), but shall not be less than $675,000
and $740,000, respectively. Such incentive awards shall be subject to
and in accordance with the terms and provisions of the SBC 1996 Stock
and Incentive Plan as may be amended from time to time, a copy of which
has been provided to Officer, or any successor plan (collectively, the
" 1996 Plan'). SBC acknowledges that Officer's short term incentive
target award for 1997 is $675,000.

<PAGE>

- -- Officer's base salary, short term target awards and long term incentive
grants shall be subject to appropriate increases year-to-year during
Officer's employment at the discretion of the HRC and shall be paid
pursuant to the 1994 Agreement and in lieu of any like compensation
referred to in such 1994 Agreement.

Further, the parties hereby mutually agree to the following pertaining to
the application of this Agreement and the 1994 Agreement:

2.1 Officer's termination of employment with Pacific will be
treated solely for purposes of application of the 1994 Agreement
as an involuntary termination without Cause within three years
after the occurrence of a Change in Control (as the terms 'Cause"
and "Change in Control" are utilized in such 1994 Agreement);

2.2 upon Officer's termination of employment, Pacific will treat
this Agreement as Officer's written notice describing and
requesting payment of amounts under the 1994 Agreement in
connection with an involuntary termination without Cause within
three years after the occurrence of a Change in Control which
notice is required pursuant to Section 12(c) of such 1994
Agreement; and

2.3 payments pursuant to Sections 6 and 7 of the 1994 Agreement
and pursuant to Paragraph 5 hereof, if applicable, shall be the
only payments made to Officer upon Officer's termination of
employment other than pension and deferred compensation sums if
any. The Officer acknowledges that any amounts due under Section 6
and Section 7 of the 1994 Agreement are subject to the limitation
on payments provided under Section 8 of the 1994 Agreement such
that the aggregate present value of the payment due is maximized
without causing any of the payment to be nondeductible to Pacific
Telesis Group because of Section 280G of the Internal Revenue
Code, and the Officer further acknowledges that any payment
associated with the termination and cashout of units under the
Pacific Telesis Group Senior Management Long Term Incentive Plan
("LTIP") that may occur in connection with the closing the merger,
if the termination of the LTIP is approved by the Board of Pacific
Telesis Group) will be subject to the limitation under Code
Section 280G.

3. During the period following the Merger that Officer serves as
President and Chief Executive Officer of Pacific, Officer shall also serve
as Vice Chairman of SBC.

4. Upon the closing of the Merger, the HRC shall recommend to the
Board of Directors of SBC ('Board') that the Board should appoint Officer to
the Board and to appropriate committees of the Board and that so long as
Officer is employed/ renders consulting services pursuant to this Agreement,
the Board should nominate him for reelection to coincide with such
employment/consulting services, subject to approval by shareholders.
Officer will resign from the Board coincident with his ceasing
employment/consulting services; and execution of this Agreement shall
constitute notice of such resignation.

5. Notwithstanding any other provision of this Agreement, either party

<PAGE>

may after one year on 30 days written notice, terminate Officer's
employment. It is agreed that if Officer's employment shall terminate in
such fashion before the completion of thirty-six months, Officer's
compensation as an employee shall cease upon such termination; paragraphs
2.1, 2.2, and 2.3 hereof shall apply with respect to such termination; and
Officer shall, during the remainder of said original thirty-six month
period, continue to make himself available to provide consulting services to
SBC for compensation pursuant to and as described in the Agreement For
Consultant Services attached hereto as Attachment 1. The parties further
agree that the provisions of Section l(c) of the 1994 Agreement shall apply
if Officer's employment terminates before the completion of thirty-six
months due to Officer's death.

6. Following the completion of Officer's thirty-six month period of
employment/consulting for SBC, Officer shall be provided in San Francisco,
California, with office space, secretarial service, and any other amenities
consistent with amenities that have been provided to other former Chairmen
of Pacific upon their retirement from such service.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of SBC by its duly authorized officer, as of the day and year first
above written.

SBC COMMUNICATIONS INC.

By: _____________________

_________________________
Philip J. Quigley

<PAGE>

Attachment 1

AGREEMENT FOR CONSULTANT SERVICES

This Agreement for Consultant Services ("Agreement") entered into by
and between Philip J. Quigley ("Mr. Quigley") and SBC Communications Inc.
(the "Client Company"),

WITNESSETH:

WHEREAS Mr. Quigley and the Client Company have entered into an
Agreement For Services pursuant to which Mr. Quigley shall continue working
for Pacific Telesis Group ("Pacific") as President and Chief Executive
Officer of Pacific following the merger of SBC Communications (NV) Inc. into
Pacific (the "Merger" or "the closing of the Merger"); and in which it was
agreed that Mr. Quigley would provide certain consulting services to the
Client Company following the conclusion of Mr. Quigley's employment as an
officer of Pacific in the event such employment should be concluded before
the expiration of thirty-six months; and

WHEREAS Mr. Quigley and the Client Company wish to confirm the details
pertaining to any consulting services performed by Mr. Quigley for SBC:

NOW, THEREFORE, the parties hereby agree as follows:

1. Following the conclusion of his employment as President and Chief
Executive Officer of Pacific, Mr. Quigley shall hold himself available for
and shall provide consulting services to the Client Company concerning such
matters as directed by the Client Company ("Services") until thirty-six
months have elapsed following the closing of the Merger; thereafter, Mr.
Quigley shall continue to provide Services if and as mutually agreed by Mr.
Quigley and the Client Company. The Client Company shall pay Mr. Quigley
compensation of $(then current base salary/12) per month for such Services.
In addition, Mr. Quigley shall be reimbursed for reasonable business
expenses incurred at the request of the Client Company. During the period
Mr. Quigley provides such Services, the Client Company shall also reimburse
Mr. Quigley for the lease or rental of an automobile in the same manner as
provided to Mr. Quigley as President and Chief Executive Officer of Pacific,
including reimbursement for operating expenses, insurance and parking.

2. The Client Company shall provide Mr. Quigley with an office in
San Francisco, California, and with secretarial services to be used in
connection with providing Services to the Client Company.

3. In performing these Services, Mr. Quigley shall act as an
independent contractor and not as an agent or employee of the Client
Company. Although the Services will have to be completed to the
satisfaction of the Client Company and in accordance with this Agreement,
the actual details of the Services shall be under Mr. Quigley's control.

4. In the performance of his obligations under this Agreement, Mr.
Quigley may receive or have access to ideas, strategies, concepts, technical
information and other confidential business, customer or personnel
information or data, in written, oral or other form (collectively,

<PAGE>

"Information") owned by the Client Company or any subsidiary, affiliate or
parent of the Client Company. Such Information may contain material that is
proprietary or confidential or material that is subject to applicable laws
regarding secrecy of communications or trade secrets. Accordingly, Mr.
Quigley agrees:

a. that all Information so acquired by Mr. Quigley shall be and
shall remain the exclusive property of the Client Company, or any
subsidiary, affiliate or parent of the Client Company, as
applicable;

b. not to copy, publish, or disclose the information to others or
authorize anyone else to copy or publish or disclose such
Information to others without the written approval of the Client
Company, or any subsidiary, affiliate or parent of the Client
Company, as applicable;

c. to return any copies of such Information in written, graphic
or other tangible form to the Client Company, or any subsidiary,
affiliate or parent of the Client Company, as applicable, at its
request; and to use Information only for purposes of fulfilling
work or performing Services under this Agreement and for other
purposes only upon such terms as may be agreed upon between Mr.
Quigley and the Client Company, or any subsidiary, affiliate or
parent of the Client Company, as applicable, in writing.

5. Because of the sensitive nature of the work that Mr. Quigley will
be performing for the Client Company, or any subsidiary, affiliate or
parent, as applicable, the Client Company may, in its sole discretion,
terminate this Agreement upon giving Mr. Quigley 10 day's advance notice in
writing, in the event that Mr. Quigley becomes an employee or a director, or
if he is providing services as an independent contractor to, a competitor of
the Client Company, or any subsidiary, affiliate or parent. The Client
Company acknowledges that Mr. Quigley may undertake services for others
during the term of this Agreement provided there are no competing interests
or conflicts with Client Company, or any subsidiary, affiliate or parent.
This Agreement may also be terminated at any time by the mutual agreement of
Mr. Quigley and the Client Company.

6. The terms and conditions contained in this Agreement that by their
sense and context are intended to survive the termination or completion of
performance of obligations by either or both parties under this Agreement
shall so survive.

7. Mr. Quigley agrees that the obligations to perform the consulting
services required of him hereunder are personal and may not be assigned or
delegated by him in any manner whatsoever, nor are such obligations subject
to involuntary alienation, assignment or transfer. The Client Company may
not assign this Agreement or delegate any of its duties or obligations
hereunder, either in whole or in part, to any person or entity, without Mr.
Quigley's express written consent, except to a successor of the Client
Company which becomes obligated hereunder in accordance with the provisions
of Section 12.

This Agreement is for the benefit of the Client Company, its
subsidiaries, affiliates and any parent, and Mr. Quigley and not for any

<PAGE>

other person.

8. In the event of Mr. Quigley's death during the period for
performing Services hereunder, the consulting relationship created pursuant
to this Agreement will immediately terminate, and no further compensation
will be payable. However, the Client Company will be required to pay Mr.
Quigley's estate any unpaid compensation earned for Services rendered
through the date of his death, together with any unpaid reimbursements owed.

9. This Agreement shall be construed in accordance with the laws of
the State of Texas, irrespective of its choice of laws principles.

10. All notices and other communications shall be in writing and sent
by certified mail, return receipt requested, and shall be addressed to the
following representatives of the Client Company and Mr. Quigley (or to such
other representative or address as either party may from time to time
designate in writing):

TO: SBC Communications Inc. TO: Mr. P. J. Quigley
Attention: 130 Kearny Street
175 E Houston San Francisco, CA 94108
San Antonio, TX 78205

11. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any provision of
this Agreement, and such other provisions will accordingly remain in full
force and effect.

12. The provisions of this Agreement will inure to the benefit of and
be binding upon the Client Company, together with its successors and
assigns, and Mr. Quigley and the personal representative of his estate and
his heirs and legatees. Without in any manner limiting the foregoing,
should the Client Company be acquired by merger or stock or asset sale, the
acquiring entity will be bound by the terms and provisions of this Agreement
and will succeed to all of the Client Company's obligations and liabilities
hereunder.

13. This Agreement incorporates the entire agreement between
Mr. Quigley and the Client Company relating to his retention as a consultant
to the Client Company and supersedes all prior agreements and
understandings, whether written or oral, with respect to such subject
matter.

14. This Agreement may only be amended by written instrument signed by
Mr. Quigley and a duly-authorized officer of the Client Company.

<PAGE>

IN WITNESS THEREOF, the parties have caused two originals of this
Agreement to be executed by themselves or their respective duly authorized
representatives.

SBC COMMUNICATIONS INC.

By:
---------------------------------- -------------
Date

- ------------------------------------- -------------
Philip J. Quigley Date

<PAGE>

CONFIRMATION AGREEMENT

THIS CONFIRMATION AGREEMENT ("Agreement"), entered into as of December
6, 1996, by and between RICHARD W. ODGERS (the "Officer") and PACIFIC
TELESIS GROUP, a Nevada corporation ("Pacific"),

WITNESSETH:

Whereas the Officer and Pacific entered into an Employment Agreement
effective January 1, 1989 (the "1989 Agreement"), which, among other things,
provides for the payment by Pacific to Officer of various amounts under
various circumstances in connection with a termination of employment of the
Officer following a Change in Control (as such term is defined in such 1989
Agreement) and a Supplemental Benefit Agreement effective October 29, 1993,
which provides certain supplemental benefits in the event of termination of
employment (the "Supplemental Benefit Agreement"); and

Whereas the Officer by a show of interest letter agreement dated July
26, 1996 (the "Letter Agreement") has, among other things, agreed to
continue working for Pacific for twelve months following the closing of the
merger of SBC Communications (NV) Inc. into Pacific (the "Merger") and to
enter into an agreement to provide certain consulting services in the legal,
regulatory and external affairs area following the conclusion of the
Officer's employment as an officer of Pacific ; and

Whereas the Officer has been designated as eligible to participate in
the Officer Cashout Factor Extension Program, as described in the Officer
Acknowledgment Regarding Extension of Employment provided to the Officer on
July 26, 1996 (the "Officer CFEP"), provided the Officer executes such
Acknowledgment and returns it to Pacific by the date specified in such
Acknowledgment; and

Whereas Pacific is obligated under the terms of the Agreement and Plan
of Merger Among Pacific Telesis Group, SBC Communications Inc. and SBC
Communications (NV) Inc. dated as of April 1, 1996 to consult with SBC
Communications Inc. ("SBC") prior to implementing any retention programs
designed to prevent the loss of key employees; and

Whereas Pacific has consulted with SBC regarding this Agreement; and

Whereas the Officer and Pacific wish to confirm the meaning of various
terms of the Letter Agreement in order to avoid any possible ambiguities
between the 1989 Agreement, the Supplemental Benefit Agreement and the
Letter Agreement:

NOW, THEREFORE, the parties hereby agree as follows:

1. This Agreement shall not supersede or limit the 1989 Agreement or
the Supplemental Benefit Agreement. Accordingly, no terms of Officer's
employment by Pacific are affected by execution of this Agreement.

2. The Letter Agreement is hereby superseded and replaced by this
Agreement.

3. Officer agrees to continue to work for Pacific following the

<PAGE>

Merger, such employment continuing to be pursuant to the terms of the 1989
Agreement and the Supplemental Benefit Agreement. Such employment will
continue through the close of business on the date that is twelve months
following the closing of the Merger at which time Officer's employment with
Pacific shall terminate, unless such employment is terminated at an earlier
date at the mutual agreement of Pacific and Officer, but in no event earlier
than November 17, 1997 ("Officer's Termination Date"). The parties hereby
mutually agree that Officer's termination of employment upon the Officer's
Termination Date will be treated solely for purposes of application of the
1989 Agreement as an involuntary termination without Cause (as such term is
defined in such 1989 Agreement). Further, upon Officer's termination of
employment upon the Officer's Termination Date, Pacific will treat this
Agreement as Officer's written notice describing and requesting payment of
amounts under the 1989 Agreement in connection with an involuntary
termination without Cause, which notice is required pursuant to Section
12(c) of such 1989 Agreement.

4. The parties further agree that in connection with Officer's
termination of employment upon the Officer's Termination Date, the Officer
shall be provided with the benefits pursuant to the Officer CFEP, subject to
the terms and conditions thereof.

5. The parties agree that it is desirable to enter into an agreement
under which the Officer may provide consulting services in the form attached
hereto as Attachment 1.

IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of Pacific by its duly authorized officer, as of the day and
year first above written.

PACIFIC TELESIS GROUP

BY: /s/ Philip J. Quigley
Title: Chairman

/s/ Richard W. Odgers

SBC COMMUNICATIONS INC.

Concurred by: /s/ Edward E. Whitacre Date: 12/4/96
Title: Chairman of the Board
and Chief Executive Officer

<PAGE>

ATTACHMENT 1

AGREEMENT FOR CONSULTANT SERVICES

This agreement ("Agreement") between R. W. Odgers ("Mr. Odgers"), and
Pacific Telesis Group (the "Client Company"), sets forth the terms and
conditions under which Mr. Odgers agrees to provide consulting services to
the Client Company.

Terms and Conditions

1. Effective Date; Term. This Agreement shall be effective upon
execution by the parties, and shall continue in effect until terminated
as provided below in Section 10.

2. Services; Compensation. Pursuant to the terms of this Agreement,
following the conclusion of his employment as an officer of the Client
Company, Mr. Odgers shall provide consulting services to the Client
Company in the areas of legal, regulatory and external affairs
("Services") as requested by the Client Company and agreed to by Mr.
Odgers. The Client Company shall pay Mr. Odgers according to the
rates and charges set forth in Exhibit A. In addition, Mr. Odgers
shall be reimbursed for the actual cost of expenses described in
Exhibit A, upon presentation of appropriate documentation of such
expenses to the Client Company. The Client Company shall also continue
reimbursement of tax preparation services for Mr. Odgers in the same
manner as for Executive Vice Presidents of the Client Company during
the term of this Agreement, provided that such reimbursement shall not
exceed $2000 on an annual basis. The Client Company shall also
reimburse Mr. Odgers or provide access to services provided for the
lease or rental of an automobile in the same manner as an Executive
Vice President under the Pacific Telesis Group automobile policy during
the term of the Agreement, including reimbursement for operating
expenses, insurance, and parking. Mr. Odgers shall render an invoice
to the Client Company on a monthly basis to:

Pacific Telesis Group
130 Kearny Street, Room 3700
San Francisco, CA 94108
Attention: Philip J. Quigley

Payment will be made for the monthly retainer described in Exhibit A by
the 15th of the month following the month for which the retainer
applies. Payment for days or half-days of Services in excess of the
monthly retainer and reimbursement for expenses will be made within 30
days of receipt of Mr. Odgers' monthly invoice.

3. Facilities. The Client Company shall provide Mr. Odgers with an
office in San Francisco, the location of which is solely in the Client
Company's discretion, and with shared secretarial and receptionist
services (provided by personnel designated by the Client Company in its
sole discretion) for the term of this Agreement, the facilities and
secretarial and receptionist services to be used by Mr. Odgers solely
in providing Services to the Client Company.

<PAGE>

4. Independent Contractor.

a. In performing these Services, Mr. Odgers shall act as an
independent contractor and not as an agent or employee of the
Client Company. Although the Services will have to be completed
to the satisfaction of the Client Company and in accordance with
this Agreement, the actual details of the Services shall be under
Mr. Odgers' control.

b. Mr. Odgers shall comply at his expense with all applicable
provisions of workers' compensation laws, unemployment
compensation laws, federal social security law, the Fair Labor
Standards Act, and all other applicable federal, state and local
laws, regulations and codes relating to terms and conditions of
employment required to be fulfilled by employers. In the
performance of this Agreement, Mr. Odgers also agrees to comply
with all applicable federal, state and local laws, regulations and
codes and with such requirements or restrictions as may be
lawfully imposed by governmental authorities, including the
procurement of required permits and licenses.

5. Confidential and Proprietary Information. In the performance of his
obligations under this Agreement, Mr. Odgers may receive or have
access to ideas, strategies, concepts, technical information and other
confidential business, customer or personnel information or data, in
written, oral or other form (collectively, "Information") owned by the
Client Company or any subsidiary, affiliate or parent of the Client
Company. Such Information may contain material that is proprietary or
confidential or material that is subject to applicable laws regarding
secrecy of communications or trade secrets. Accordingly, Mr. Odgers
agrees:

a. that all Information so acquired by Mr. Odgers shall be and shall
remain the exclusive property of the Client Company, or any
subsidiary, affiliate or parent of the Client Company, as
applicable;

b. not to copy, publish, or disclose the Information to others or
authorize anyone else to copy or publish or disclose such
Information to others without the written approval of the Client
Company, or any subsidiary, affiliate or parent of the Client
Company, as applicable;

c. to return any copies of such Information in written, graphic or
other tangible form to the Client Company (or any subsidiary,
affiliate or parent of the Client Company, as applicable) at its
request; and

d. to use such Information only for purposes of fulfilling work or
Services performed under this Agreement and for other purposes
only upon such terms as may be agreed upon between Mr. Odgers and
the Client Company (or any subsidiary, affiliate or parent of the
Client Company, as applicable) in writing.

Because of the sensitive nature of the Services Mr. Odgers will be
performing for the Client Company(or its subsidiaries, affiliates or

<PAGE>

parent, as applicable), Mr. Odgers will be required to notify the
Client Company if he becomes an employee or a director, or if he is
providing services as an independent contractor to, a competitor of the
Client Company (or its subsidiaries, affiliates or parent), and to
notify the competitor of this Agreement regarding the use of trade
secrets or Information (as well as similar provisions in Mr. Odgers'
employment agreement covering his employment as an Executive Vice
President of the Client Company). Mr. Odgers agrees that upon
receiving the notice described in the preceding sentence, the Client
Company may, in its sole discretion, terminate this Agreement upon 10
days' notice in accordance with Section 10 below .

6. Insurance. Mr. Odgers shall maintain at his expense workers'
compensation insurance to the extent required by applicable laws and
automobile liability insurance covering owned automobiles with limits
of not less than $1,000,000 combined single limit per occurrence. Mr.
Odgers shall also maintain commercial general liability insurance,
including contractual liability and personal injury liability, with
limits of not less than $1,000,000 combined single limit per
occurrence, to provide protection against any other claims and/or
liabilities, including, but not limited to, claims for bodily injury or
property damage, which may arise or result from this Agreement or the
performance of this Agreement. At the request of the Client Company,
Mr. Odgers shall cooperate with the Client Company to maintain lawyers
professional liability coverage that would cover the Services performed
for the Client Company (or its subsidiaries, affiliates or parent).
Mr. Odgers also agrees to notify Client Company thirty days in advance
of any change or lapse in any of the coverages required hereunder. Mr.
Odgers shall provide Client Company with certification by a properly
qualified representative of Mr. Odgers' insurer evidencing that
Mr. Odgers' insurance complies with this section. The Client Company
acknowledges that Mr. Odgers will be eligible for liability coverage
provided to retired officers of the Client Company and that to the
extent coverage under that program meets the requirements of this
Section 6, Mr. Odgers will not be required to provide further evidence
of coverage. Notwithstanding any of the foregoing, to the extent the
cost of maintaining insurance coverage required under this Section 6
exceeds $500 on an annual basis, Mr. Odgers shall be reimbursed for the
cost of such coverage in excess of $500 per year.

7. Conflict of Interest. The Client Company acknowledges that Mr. Odgers
may undertake services for others during the term of this Agreement.
In the event that Mr. Odgers undertakes services for others during the
term of this Agreement that could result in a conflict with the
interests of the Client Company, its subsidiaries, affiliates or
parent, Mr. Odgers will make full disclosure to all affected parties
and arrange a reasonable method to eliminate the conflict. If
necessary, Mr. Odgers will withdraw from representing clients or
providing consulting services to clients whose interests conflict with
those of the Client Company its subsidiaries, affiliates or parent.

8. Non-Assignment; No Third Party Beneficiaries. Mr. Odgers agrees that
the obligations to perform the consulting services required of him
hereunder are personal and may not be assigned or delegated by him in
any manner whatsoever, nor are such obligations subject to involuntary
alienation, assignment or transfer. The Client Company may not assign

<PAGE>

this Agreement or delegate any of its duties or obligations hereunder,
either in whole or in part, to any person or entity, without Mr.
Odgers' express written consent, except to a successor of the Client
Company which becomes obligated hereunder in accordance with the
provisions of Section 15.

This Agreement is for the benefit of the Client Company, its
subsidiaries, affiliates and parent, and Mr. Odgers and not for any
other person.

9. Records and Audits. Mr. Odgers shall maintain accurate and complete
financial records specifically relating to the Services provided in
accordance with generally accepted accounting principles and practices,
consistently applied. To the extent that such records may be relevant
in determining whether Mr. Odgers is complying with his obligations,
the Client Company may audit such records. Mr. Odgers shall retain
such records for a period of three years from the date of final payment
under this Agreement.

10. Termination; Survival. This Agreement may be terminated at any time by
the mutual agreement of Mr. Odgers and the Client Company. Mr. Odgers
or the Client Company may terminate this Agreement at any time by
giving the other party 60 days' advance notice in writing; provided,
however, that if Mr. Odgers provides notice to the Client Company that
he has become an employee or a director, or is providing services as an
independent contractor to, a competitor of the Client Company (or its
subsidiaries, affiliates or parent), the Client Company may, in its
sole discretion, terminate this Agreement by giving Mr. Odgers 10 days'
advance notice in writing.

The terms and conditions contained in this Agreement that by their
sense and context are intended to survive the termination or completion
of performance of obligations by either or both parties under this
Agreement shall so survive.

11. Death or Disability. Upon Mr. Odgers' death or disability, the
consulting relationship created pursuant to this Agreement will
immediately terminate, and no further compensation will be payable.
However, the Client Company will be required to pay Mr. Odgers or his
estate any unpaid compensation earned for services rendered through the
date of his death or disability, together with any unpaid
reimbursements owed.

For purposes of this Agreement, Mr. Odgers will be deemed to be
disabled if he is unable to engage in any substantial gainful activity
by reason of any medically-determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve
months or more.

12. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of California, irrespective of its choice of laws
principles.

13. Notices. All notices and other communications shall be in writing and
shall be addressed to these representatives of the Client Company and
Mr. Odgers (or to such other representative or address as either party

<PAGE>

may from time to time designate in writing):

Mr. Philip J. Quigley
Pacific Telesis Group
130 Kearny Street, Room 3716
San Francisco, CA 94108

Mr. R. W. Odgers
28 Eugene Street
Mill Valley, CA

14. Severability. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any
other provision of this Agreement, and such other provisions will
accordingly remain in full force and effect.

15. Successors and Assigns. The provisions of this Agreement will inure to
the benefit of and be binding upon the Client Company, together with
its successors and assigns, and Mr. Odgers and the personal
representative of his estate and his heirs and legatees. Without in
any manner limiting the foregoing, should the Client Company be
acquired by merger or stock or asset sale, the acquiring entity will be
bound by the terms and provisions of this Agreement and will succeed to
all of the Client Company's obligations and liabilities hereunder.

16. Entire Agreement. This Agreement incorporates the entire agreement
between Mr. Odgers and the Client Company relating to his retention as
a consultant to the business and supersedes all prior agreements and
understandings, whether written or oral, with respect to such subject
matter.

17. Amendment. This Agreement may only be amended by written instrument
signed by Mr. Odgers and a duly-authorized officer of the Client
Company.

IN WITNESS WHEREOF, the parties have caused two originals of this Agreement
to be executed by themselves or their respective duly authorized
representatives.

/s/ R. W. Odgers Date: 12/5/96

PACIFIC TELESIS GROUP

By: /s/ Philip J. Quigley Date: 12/6/96

SBC COMMUNICATIONS INC.

Concurred by: /s/ Edward E. Whitacre Date: 12/4/96
Chairman of the Board
and Chief Executive Officer

<PAGE>

COMPENSATION FOR SERVICES
AND REIMBURSABLE EXPENSES

The following are the standards to be applied in providing compensation to
Mr. Odgers for Services rendered and in reimbursing Mr. Odgers for the
actual cost of expenses, provided that such expenses are incurred in the
performance of Services:

1. Compensation for Services: Specific Services shall be requested by the
Client Company. Mr. Odgers shall be entitled to cash compensation for
Services at the rate of $1,300 per half-day (time worked in a twenty-
four hour period of less than 4 hours) or $2,600 per day (time worked
in a twenty-four period of four hours or more) worked. The time to be
included in each day or half-day worked shall include time providing
Services and all travel time. A monthly retainer of $15,600 per month
shall be paid to Mr. Odgers. Payment for days or half-days of Services
provided in excess of the amount covered by the retainer shall be made
in accordance with the preceding rates.

2. Airfare and Travel: Mr. Odgers shall be entitled to reimbursement for
first-class airfare for himself (and his spouse where appropriate).
Mr. Odgers and his spouse shall be entitled to reimbursement for
reasonable travel from and returning to their California residence for
circumstances in which the participation of the spouse is appropriate.

3. Lodging and Meals: The Client Company will reimburse Mr. Odgers for
reasonable lodging and meal expenses when Mr. Odgers is away from his
California residence. Mr. Odgers shall be entitled to reimbursement
for meals purchased for persons other than Mr. Odgers in the reasonable
course of providing the Services contemplated under this Agreement.

4. Telecommunications Charges: The Client Company will reimburse Mr.
Odgers for all long distance and toll telephone calls and facsimile
charges for calls placed or received by Mr. Odgers when reasonably
necessary for Mr. Odgers' performance of Services under this
Agreement.

5. Delivery: The Client Company will reimburse Mr. Odgers for messenger
services, overnight delivery and other express mail type services.

6. Entertainment: The Client Company will reimburse Mr. Odgers for
reasonable entertainment expenses.

<PAGE>

CONFIRMATION AGREEMENT

THIS CONFIRMATION AGREEMENT ("Agreement"), entered into as of December
6, 1996, by and between J.R. MOBERG (the "Officer") and PACIFIC TELESIS
GROUP, a Nevada corporation ("Pacific"),

WITNESSETH:

Whereas the Officer by a show of interest letter agreement dated July
26, 1996 (the "Letter Agreement") has, among other things, agreed to
continue working for Pacific for up to twelve months following the closing
of the merger of SBC Communications (NV) Inc. into Pacific (the "Merger")
and to enter into an agreement to provide certain consulting services
relating to the Telephone Pioneers of America following the conclusion of
the Officer's employment as an officer of Pacific; and

Whereas Pacific has consulted with SBC regarding this Agreement; and

Whereas the Officer and Pacific wish to confirm the meaning of various
terms of the Letter Agreement in order to avoid any possible ambiguities
between the 1989 Agreement and the Letter Agreement:

NOW, THEREFORE, the parties hereby agree as follows:

1. This Agreement shall not supersede or limit the 1989 Agreement.
Accordingly, no terms of Officer's employment by Pacific are affected by
execution of this Agreement.

2. The Letter Agreement is hereby superseded and replaced by this
Agreement.

3. Officer agrees to continue to work for Pacific following the
Merger, such employment continuing to be pursuant to the terms of the 1989
Agreement. Such employment will continue through the close of business on a
date that is up twelve months following the closing of the Merger at which

<PAGE>

time Officer's employment with Pacific shall terminate, unless such
employment is terminated at an earlier date at the discretion of SBC after
having given Officer at least 30 days' prior written notice ("Officer's
Termination Date"). The parties hereby mutually agree that Officer's
termination of employment upon the Officer's Termination Date will be
treated solely for purposes of application of the 1989 Agreement as an
involuntary termination without Cause (as such term is defined in such 1989
Agreement). Further, upon Officer's termination of employment upon the
Officer's Termination Date, Pacific will treat this Agreement as Officer's
written notice describing and requesting payment of amounts under the 1989
Agreement in connection with an involuntary termination without Cause, which
notice is required pursuant to Section 12(c) of such 1989 Agreement.

5. The parties agree that it is desirable to enter into an agreement
under which the Officer may provide consulting services in the form attached
hereto as Attachment 1.

IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of Pacific by its duly authorized officer, as of the day and
year first above written.

PACIFIC TELESIS GROUP

By: /s/ Philip J. Quigley
Title: Chairman

/s/ J. R. Moberg

SBC COMMUNICATIONS INC.

Concurred by:

/s/ Edward E. Whitacre, Jr. Date: 12/4/96
Chairman of the Board and
Chief Executive Officer

<PAGE>

AGREEMENT FOR CONSULTANT SERVICES

This agreement ("Agreement") between J. R. Moberg ("Mr. Moberg"), and
Pacific Telesis Group (the "Client Company"), sets forth the terms and
conditions under which Mr. Moberg agrees to provide consulting services to
the Client Company.

Terms and Conditions

1. Effective Date; Term. This Agreement shall be effective upon
execution by the parties and shall continue in effect until terminated
as provided below in Section 10.

2. Services; Compensation. Pursuant to the terms of this Agreement,
following the conclusion of his employment as an officer of the Client
Company, Mr. Moberg shall provide consulting services to the Client
Company related to the Telephone Pioneers of America, including serving
as Vice President of such organization from July 1, 1997 through June
30, 1998 and as President of such organization from July 1, 1998
through June 30, 1999 ("Services"). The Client Company shall pay Mr.
Moberg compensation of $31,500 per month for such Services. In
addition, Mr. Moberg shall be reimbursed for the actual cost of
expenses described in Exhibit A, upon presentation of appropriate
documentation of such expenses to the Client Company. The Client
Company shall also continue reimbursement of tax preparation services
for Mr. Moberg in the same manner as for Executive Vice Presidents of
the Client Company during the term of this Agreement, provided that
such reimbursement shall not exceed $2000 on an annual basis. The
Client Company will also reimburse Mr. Moberg or provide access to
services provided for the lease or rental of an automobile in the same
manner as an Executive Vice President under the Pacific Telesis Group
automobile policy during the term of the Agreement, including
reimbursement for operating expenses, insurance, and parking.

3. Facilities. The Client Company shall provide Mr. Moberg with an
office in San Francisco, the location of which is solely in the Client
Company's discretion, and with shared secretarial and receptionist
services (provided by personnel designated by the Client Company in its
sole discretion) for the term of this Agreement, the facilities and
secretarial and receptionist services to be used by Mr. Moberg solely
in providing Services to the Client Company.

4. Independent Contractor.

a. In performing these Services, Mr. Moberg shall act as an
independent contractor and not as an agent or employee of the
Client Company. Although the Services will have to be completed
to the satisfaction of the Client Company and in accordance with
this Agreement, the actual details of the Services shall be under
Mr. Moberg's control.

b. Mr. Moberg shall comply at his expense with all applicable
provisions of workers' compensation laws, unemployment
compensation laws, federal social security law, the Fair Labor
Standards Act, and all other applicable federal, state and local
laws, regulations and codes relating to terms and conditions of

<PAGE>

employment required to be fulfilled by employers. In the
performance of this Agreement, Mr. Moberg also agrees to comply
with all applicable federal, state and local laws, regulations and
codes and with such requirements or restrictions as may be
lawfully imposed by governmental authorities, including the
procurement of required permits and licenses.

5. Confidential and Proprietary Information. In the performance of his
obligations under this Agreement, Mr. Moberg may receive or have
access to ideas, strategies, concepts, technical information and other
confidential business, customer or personnel information or data, in
written, oral or other form (collectively, "Information") owned by the
Client Company or any subsidiary, affiliate or parent of the Client
Company. Such Information may contain material that is proprietary or
confidential or material that is subject to applicable laws regarding
secrecy of communications or trade secrets. Accordingly, Mr. Moberg
agrees:

a. that all Information so acquired by Mr. Moberg shall be and shall
remain the exclusive property of the Client Company, or any
subsidiary, affiliate or parent of the Client Company ,as
applicable;

to use such Information only for purposes of fulfilling work or
Services performed under this Agreement and for other purposes
only upon such terms as may be agreed upon between Mr. Moberg and
the Client Company (or any subsidiary, affiliate or parent of the
Client Company, as applicable) in writing.

Because of the sensitive nature of the work that Mr. Moberg will be
performing for the Client Company (or its subsidiaries, affiliates or
parent, as applicable), Mr. Moberg will be required to notify the
Client Company if he becomes an employee or a director, or if he is
providing services as an independent contractor to, a competitor of the
Client Company (or its subsidiaries, affiliates or parent), and to
notify the competitor of this Agreement regarding the use of trade
secrets or Information (as well as similar provisions in Mr. Moberg's
employment agreement covering his employment as an Executive Vice
President of the Client Company). Mr. Moberg agrees that upon
receiving the notice described in the preceding sentence, the Client
Company may, in its sole discretion, terminate this Agreement upon 10
days' notice in accordance with the provisions of Section 10 below.

6. Insurance. Mr. Moberg shall maintain at his expense workers'
compensation insurance as required by applicable laws and automobile

<PAGE>

liability insurance covering owned automobiles with limits of not less
than $1,000,000 combined single limit per occurrence. Mr. Moberg shall
also maintain commercial general liability insurance, including
contractual liability and personal injury liability, with limits of not
less than $1,000,000 combined single limit per occurrence, to provide
protection against any other claims and/or liabilities, including, but
not limited to, claims for bodily injury or property damage, which may
arise or result from this Agreement or the performance of this
Agreement. The Client Company agrees to assist Mr. Moberg in obtaining
such coverage. Mr. Moberg also agrees to notify Client Company thirty
days in advance of any change or lapse in any of the coverages required
hereunder. Mr. Moberg shall provide Client Company with certification
by a properly qualified representative of Mr. Moberg's insurer
evidencing that Mr. Moberg's insurance complies with this section. The
Client Company acknowledges that Mr. Moberg will be eligible for
liability coverage provided to retired officers of the Client Company
and that to the extent coverage under that program meets the
requirements of this Section 6, Mr. Moberg will not be required to
provide further evidence of coverage. Notwithstanding any of the
foregoing, to the extent the cost of maintaining insurance coverage
required under this Section 6 exceeds $500 on an annual basis, Mr.
Moberg shall be reimbursed for the cost of such coverage in excess of
$500 per year.

7. Conflict of Interest. The Client Company acknowledges that Mr. Moberg
may undertake services for others during the term of this Agreement.
In the event that Mr. Moberg undertakes services for others during the
term of this Agreement that could result in a conflict with the
interests of the Client Company, its subsidiaries, affiliates or
parent, Mr. Moberg will make full disclosure to all affected parties
and arrange a reasonable method to eliminate the conflict. If
necessary, Mr. Moberg will withdraw from representing clients or
providing consulting services to clients whose interests conflict with
those of the Client Company its subsidiaries, affiliates or parent.

8. Non-Assignment; No Third Party Beneficiaries. Mr. Moberg agrees that
the obligations to perform the consulting services required of him
hereunder are personal and may not be assigned or delegated by him in
any manner whatsoever, nor are such obligations subject to involuntary
alienation, assignment or transfer. The Client Company may not assign
this Agreement or delegate any of its duties or obligations hereunder,
either in whole or in part, to any person or entity, without Mr.
Moberg's express written consent, except to a successor of the Client
Company which becomes obligated hereunder in accordance with the
provisions of Section 15.

This Agreement is for the benefit of the Client Company, its
subsidiaries, affiliates and parent, and Mr. Moberg and not for any
other person.

9. Records and Audits. Mr. Moberg shall maintain accurate and complete
financial records specifically relating to the Services provided in
accordance with generally accepted accounting principles and practices,
consistently applied. To the extent that such records may be relevant
in determining whether Mr. Moberg is complying with his obligations,
the Client Company may audit such records. Mr. Moberg shall retain

<PAGE>

such records for a period of three years from the date of final payment
under this Agreement.

10 Termination; Survival. This Agreement may be terminated at any time by
the mutual agreement of Mr. Moberg and the Client Company. Mr. Moberg
or the Client Company may terminate this Agreement at any time by
giving the other party 60 days' advance notice in writing; provided,
however, that if Mr. Moberg provides notice to the Client Company that
he has become an employee or a director, or is providing services as an
independent contractor to, a competitor of the Client Company (or its
subsidiaries, affiliates or parent), the Client Company may, in its
sole discretion, terminate this Agreement by giving Mr. Moberg 10
days' advance notice in writing.

11. Death or Disability. Upon Mr. Moberg's death or disability, the
consulting relationship created pursuant to this Agreement will
immediately terminate, and no further compensation will be payable.
However, the Client Company will be required to pay Mr. Moberg or his
estate any unpaid compensation earned for services rendered through the
date of his death or disability, together with any unpaid
reimbursements owed.

For purposes of this Agreement, Mr. Moberg will be deemed to be
disabled if he is unable to engage in any substantial gainful activity
by reason of any medically-determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve
months or more.

12. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of California, irrespective of its choice of laws
principles.

13. Notices. All notices and other communications shall be in writing and
shall be addressed to these representatives of the Client Company and
Mr. Moberg (or to such other representative or address as either party
may from time to time designate in writing):

Mr. Philip J. Quigley
Pacific Telesis Group
130 Kearny Street, Room 3716
San Francisco, CA 94108

Mr. J. R. Moberg
760 El Cerrito Avenue
Hillsborough, CA

<PAGE>

15. Successors and Assigns. The provisions of this Agreement will inure to
the benefit of and be binding upon the Client Company, together with
its successors and assigns, and Mr. Moberg and the personal
representative of his estate and his heirs and legatees. Without in
any manner limiting the foregoing, should the Client Company be
acquired by merger or stock or asset sale, the acquiring entity will be
bound by the terms and provisions of this Agreement and will succeed to
all of the Client Company's obligations and liabilities hereunder.

16. Entire Agreement. This Agreement incorporates the entire agreement
between Mr. Moberg and the Client Company relating to his retention as
a consultant to the business and supersedes all prior agreements and
understandings, whether written or oral, with respect to such subject
matter.

17. Amendment. This Agreement may only be amended by written instrument
signed by Mr. Moberg and a duly-authorized officer of the Client
Company.

IN WITNESS WHEREOF, the parties have caused two originals of this Agreement
to be executed by themselves or their respective duly authorized
representatives.

/s/ J. R. Moberg Date: 12/6/96

PACIFIC TELESIS GROUP

By: /s/ Philip J. Quigley Date: 12/6/96

SBC COMMUNICATIONS INC.

Concurred by: /s/ Edward E. Whitacre Date: 12/4/96

<PAGE>

REIMBURSABLE EXPENSES

The following are the standards to be applied in reimbursing Mr. Moberg for
the actual cost of expenses, provided that such expenses are incurred in the
performance of Services:

1. Airfare and Travel: Mr. Moberg shall be entitled to reimbursement for
first-class airfare for himself (and his spouse where appropriate).
Mr. Moberg and his spouse shall be entitled to reimbursement for
reasonable travel from and returning to their California residence for
circumstances in which the participation of the spouse is appropriate.

2. Lodging and Meals: The Client Company will reimburse Mr. Moberg for
reasonable lodging and meal expenses when Mr. Moberg is away from his
California residence. Mr. Moberg shall be entitled to reimbursement
for meals purchased for persons other than Mr. Moberg in the reasonable
course of providing the Services contemplated under this Agreement.

3. Telecommunications Charges: The Client Company will reimburse Mr.
Moberg for all long distance and toll telephone calls and facsimile
charges for calls placed or received by Mr. Moberg when reasonably
necessary for Mr. Moberg's performance of Services under this
Agreement.

4. Delivery: The Client Company will reimburse Mr. Moberg for messenger
services, overnight delivery and other express mail type services.

5. Entertainment: The Client Company will reimburse Mr. Moberg for
reasonable entertainment expenses.

<PAGE>

Exhibit 10qq
------------

PACIFIC TELESIS GROUP

1996 DIRECTORS' DEFERRED COMPENSATION PLAN

<PAGE>

SECTION 1. ELIGIBILITY ................................................. 1

SECTION 2. PARTICIPATION; DEFERRAL ELECTION ............................ 1

2.1 Deferral Election ............................................... 1
2.2 Form of Election, Modification or Termination ................... 1
2.3 New Election After Prior Election Terminated .................... 1

SECTION 3. DEFERRED COMPENSATION ACCOUNTS .............................. 1

3.1 Establishment of Accounts; Credited Interest .................... 1
3.2 No Funding or Assignment ........................................ 1

SECTION 4. DISTRIBUTION ................................................ 2

4.1 Distribution Election ........................................... 2
4.2 Options for Distribution During Life ............................ 2
4.3 Immediate Single Payment ........................................ 2
4.4 Options for Distribution In the Event of Death .................. 3

SECTION 5. ADMINISTRATION, AMENDMENT AND TERMINATION ................... 3

5.1 Plan Document ................................................... 3
5.2 Amendment ....................................................... 3
5.3 Termination ..................................................... 3

SECTION 6. DEFINITIONS ................................................. 4

<PAGE>

PACIFIC TELESIS GROUP
1996 DIRECTORS' DEFERRED COMPENSATION PLAN

SECTION 1. ELIGIBILITY

Each member of the Board of Directors of Pacific Telesis Group ("Company")
who is not an employee of the Company, or any of its Affiliates, is eligible
to participate in the 1996 Directors' Deferred Compensation Plan ("Plan").

SECTION 2. PARTICIPATION; DEFERRAL ELECTION

2.1 Deferral Election. Prior to the beginning of any calendar year,
commencing with the calendar year 1996, each eligible Director or designated
Director may elect to participate in the Plan by directing that all or any
part of the Compensation which would otherwise have been payable currently
for services as a Director during such calendar year and subsequent calendar
years shall be credited to a deferred Compensation account subject to the
terms of the Plan.

2.2 Form of Election, Modification or Termination. An election to
participate in the Plan shall be in the form of a document executed by the
Director and filed with the Secretary of the Company. An election related
to Compensation otherwise payable currently in any calendar year shall
become irrevocable on the last day prior to the beginning of such calendar
year. An election shall continue from year to year until a Director ceases
to be a Director or until he or she terminates or modifies such election by
written notice. An election shall terminate on the day after a Director
ceases to be a Director. Any termination or modification by a Director of
his or her election shall become effective as of the end of the calendar
year in which written notice thereof is received by the Secretary of the
Company, and shall be effective with respect to all fees otherwise payable
in subsequent calendar years until a new election or modification is made by
such Director in accordance with this Section 2.

2.3 New Election After Prior Election Terminated. A Director who has
filed a termination of election may thereafter again file an election in
accordance with Section 2.1 to participate for any calendar year or years
subsequent to the filing of such election.

SECTION 3. DEFERRED COMPENSATION ACCOUNTS

3.1 Establishment of Accounts; Credited Interest. Deferred amounts shall
be credited to the Director's account and shall bear interest from the date
such fees would otherwise have been paid. The interest credited to the
account shall be determined by the Board of Directors from time to time and
shall be compounded annually at the end of each calendar year.

3.2 No Funding or Assignment. It is intended that this Plan constitute
an unfunded deferred compensation arrangement. The amounts credited to the
Plan account for each Director shall be held in the general funds of the
Company. All amounts in such accounts, including all Compensation deferred
by a Director an all interest credited thereon, shall remain assets of the
Company. The Company shall not be required to reserve or otherwise set aside
funds for the payment of amounts credited to Plan accounts. The obligation
of the Company to pay benefits under the Plan constitutes a mere promise to

<PAGE>

make benefit payments in the future, and shall be unfunded as to the
Director, whose rights shall be those of a general unsecured creditor.
Title to and beneficial ownership of any assets which the Company may set
aside or otherwise designate to make payments under the Plan shall at all
times remain in the Company, and the Director shall not have any property
interest in any specific assets of the Company. The rights of a Director or
his or her beneficiary to benefit payments under the Plan are not subject in
any manner to assignment, alienation, pledge or garnishment by creditors.

SECTION 4. DISTRIBUTION

4.1 Distribution Election. At the time a Director makes an election to
defer Compensation under the Plan, the Director shall also make an election
with respect to the distribution of amounts credited to the Director's Plan
account pursuant to such election, and interest credited thereon, during the
Director's lifetime, and in the event of the Director's death prior to
distribution of all amounts credited to the Director's Plan account.
Distribution elections shall become effective and irrevocable at the same
times the election to defer Compensation becomes effective and irrevocable
under Section 2.2.

4.2 Options for Distribution During Life. A Director may elect to
receive the amounts credited to his or her Plan account in one payment or in
some other number of approximately level annual installments (not exceeding
15). The amount of an annual installment shall be calculated by dividing
the total amount, including interest, credited to the Director's account
immediately prior to such installment by the remaining number of
installments. As specified by the Director, the first installment (or the
single payment if the Director has so elected) shall be paid as soon as
practicable after the first day of the calendar year following:

(A) the calendar year in which the Director ceases to be a Director of
the Company or any of its subsidiaries;

(B) the calendar year in which the Director attains a specified age
between age 59-1/2 and 75;

(C) the earlier of calendar year containing the date that is a
specified number of years (maximum of 5) after the date the Director
ceases to be a Director of the Company or any of its subsidiaries or
the calendar year in which the Director attains age 75; or

(D) the earlier of the calendar year in which the Director attains a
specified age not younger than 59-1/2 or the calendar year in which the
Director ceases to be a Director of the Company or any of its
subsidiaries.

If an installment distribution is elected, subsequent installments shall be
paid on the first day of each succeeding calendar year until the entire
amount credited to the Director's account is paid. Amounts held pending
distribution pursuant to the Director's distribution election shall accrue
interest at the rate determined by the Board of Directors for each year such
amounts continue to be held.

4.3 Immediate Single Payment. Notwithstanding a Director's
distribution election pursuant to Section 4.2, in the event a Director

<PAGE>

ceases to be a Director of the Company or any of its subsidiaries and
becomes a proprietor, officer, partner, employee, or otherwise becomes
affiliated with any business that is in competition with the Company or any
of its subsidiaries, or becomes employed by any governmental agency having
jurisdiction over the activities of the Company or any of its subsidiaries,
the entire balance of amounts credited to the Director's Plan account, shall
be paid as soon as practicable thereafter in a single payment.

4.4 Options for Distribution In the Event of Death. A Director may
elect that, in the event the Director should die before full payment of all
amounts credited to the Director's account, the balance of amounts credited
to the Director's Plan account shall be distributed to the beneficiary or
beneficiaries designated by the Director

(A) in one payment on or about the first day of the calendar
quarter next following the month of death;

(B) in a number of annual installments not exceeding 10,
commencing on or about the first day of the calendar quarter next
following the month of death; or

(C) in the same manner elected under Section 4.3 for lifetime
distributions to the Director, using as any specified age the date the
Director would have attained that age if he or she had continued to
live.

If no election has been made under this Section 4.4, the balance of the
Director's Plan account shall be distributed in one payment as soon as
practicable after the year of the Director's death. If no beneficiary
designation has been made, distribution shall be made to the estate of the
Director.

SECTION 5. ADMINISTRATION, AMENDMENT AND TERMINATION

5.1 Plan Document. Copies of the Plan and any and all amendments
thereto shall be made available at all reasonable times at the office of the
Secretary of the Company to all Directors.

5.2 Amendment. The Board of Directors may at any time make changes in
the Plan, but such amendment shall have prospective effect only and shall
not adversely affect the rights of any Director, without his or her consent,
to any benefit under the Plan to which such Director was entitled prior to
the effective date of amendment. Changes in the interest rate applied to
Plan account balances as determined by the Board of Directors from time to
time in accordance with Section 3.1 shall not be deemed to be Plan
amendments, notwithstanding that they apply to Compensation previously
earned and deferred. The Executive Vice President - Human Resources of
Pacific Telesis Group, with the approval of the Executive Vice President and
General Counsel of Pacific Telesis Group, shall be authorized to make minor
or administrative changes to the Plan.

5.3 Termination. The Board of Directors may at any time terminate the
Plan. Any termination of the Plan shall not terminate the deferral of
Compensation previously deferred into a Plan account, but may prevent the
deferral of Compensation not yet earned notwithstanding the Director's prior
election to defer such Compensation.

<PAGE>

SECTION 6. DEFINITIONS.

For purposes of this Plan, the following words shall have the meaning so
defined unless the context clearly indicates otherwise:

6.1 "Affiliate" as the term relates to Pacific Telesis Group means
subsidiary of or other entity that controls, is controlled by, or is under
common control with Pacific Telesis Group. As used herein, "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.

6.2 "Board of Directors" or "Board" shall mean the Board of Directors
of Pacific Telesis Group.

6.3 "Compensation" shall mean a Director's annual retainer fee, fees
payable for services as a member of a committee of the Board including
committee meeting fees, Board meeting fees, and any other compensation for
services as a Director, excluding stock awards under Section 4.2 of the
Pacific Telesis Group 1994 Stock Incentive Plan. Compensation does not
include reimbursement for expenses such as telephone service or travel
costs.

<PAGE>

Exhibit 10uu(iv)

AMENDMENTS TO

TRUST AGREEMENT NO. 1

for the

PACIFIC TELESIS GROUP

EXECUTIVE DEFERRAL PLAN

Amendments Effective:
November 22, 1996
September 1, 1993

AMENDMENTS TO

TRUST AGREEMENT No. 1
for
PACIFIC TELESIS GROUP
EXECUTIVE DEFERRAL PLAN

THIS AGREEMENT is by and between Pacific Telesis Group, a Nevada Corporation
("PTG") and Bankers Trust Company, a New York banking corporation (the
"Trustee"),

WHEREAS, PTG and the Trustee have maintained a Trust by letter
agreement dated August 31, 1993 pursuant to which Trustee has acted as
successor trustee as of September 1, 1993 under the terms of a trust
agreement dated as of the 27th day of June, 1988, between PTG and Bank of
America National Trust and Savings Association (the "Trust Agreement"), such
Trust to serve as a medium for the accumulation and investment of funds for
the payment and administration of certain benefits under the Pacific Telesis
Group Executive Deferral Plan (the "Plan"), and

WHEREAS, by approval of its Compensation and Personnel Committee of its
Board of Directors on November 22, 1996, PTG has determined that certain
additional benefits payable to officers shall be paid out of the assets of
the Trust; and

WHEREAS, PTG and the Trustee mutually desire to amend the terms of the
Agreement to correctly identify the Trustee for purposes of the Trust and to
clarify the benefits payable out of the trust assets;

NOW, THEREFORE, PTG and the Trustee hereby agree as follows:

1. Effective November 22, 1996, Section 1.12 of the Trust Agreement
is amended in its entirety to state as follows:

<PAGE>

1.12 Plan: "Plan" refers to the deferred compensation plan entitled
the "Pacific Telesis Group Executive Deferral Plan", restated effective
as of December 1, 1995, and any similar prior plan (excluding plans
qualifying under Sections 401(a), 403(a) or 403(b) of the Code)
established by the Employers and providing deferred compensation for
designated officers of the Employers, and any supplemental deferral
benefits payable in connection with but not under the terms of the
Pacific Telesis Group Executive Deferral Plan or such similar prior
plan, as authorized by the Employers from time to time and certified to
the Trustee by the Executive Vice President-Human Resources of Pacific
Telesis Group or the Executive Vice President, Chief Financial Officer
and Treasurer of Pacific Telesis Group, as payable from the assets of
the Trust.

2. Effective September 1, 1993, Section 1.14 of the Trust Agreement
is amended in its entirety to state as follows:

1.14 Trustee: "Trustee" means Bankers Trust Company.

3. Except as hereby amended, the terms of the Trust Agreement shall
continue in effect, as heretofore amended.

PTG and the Trustee have caused this Trust Agreement to be executed by their
respective duly authorized officers.

PACIFIC TELESIS GROUP BANKERS TRUST COMPANY

By: /s/ J. R. Moberg By: /s/ Jaclyn Winter
------------------------ ----------------------
J. R. Moberg
Executive Vice President
Human Resources

<PAGE>

TRUST AGREEMENT
for
PACIFIC TELESIS GROUP
EXECUTIVE DEFERRAL PLAN

CERTIFICATION OF
AUTHORIZED SUPPLEMENTAL DEFERRAL BENEFITS

TO BANKERS TRUST COMPANY, TRUSTEE:

Pursuant to Section 1.12 of Trust Agreement No. 1 for the Pacific Telesis
Group Executive Deferral Plan, as amended effective November 22, 1996, the
following supplemental deferral benefits have been authorized by Pacific
Telesis Group as payable out of the assets of the Trust:

Officer: A. F. BOSCHULTE
R. L. BARADA

Benefit: The amount that represents the difference between the benefit
payable under the Plan in the case of early Separation (as defined in
Section 10.10 of the Plan) by application of the retroactive limitation of
interest accrual pursuant to Section 6.3 and the amount that represents the
benefit that would otherwise have been payable under the Plan without
application of the retroactive limitation of interest accrual provisions of
Section 6.3.

PACIFIC TELESIS GROUP

By: /s/ J. R. Moberg Date: 11/27/96
-----------------------
J. R. Moberg
Executive Vice President
Human Resources

<PAGE>

Exhibit 10ww(i)
---------------

TRUST AGREEMENT NO. 3

for

PACIFIC TELESIS GROUP

EXECUTIVE SUPPLEMENTAL PENSION BENEFITS

Amendment Effective November 22, 1996

AMENDMENT TO

TRUST AGREEMENT
for
PACIFIC TELESIS GROUP
EXECUTIVE SUPPLEMENTAL PENSION BENEFITS

THIS AGREEMENT is by and between Pacific Telesis Group, a Nevada Corporation
("PTG") and Bankers Trust Company, New York banking corporation (the
"Trustee").

WHEREAS, PTG and the Trustee have maintained a Trust under the terms of a
trust agreement dated as of the 1st day of January, 1994 (the "Trust
Agreement"), between PTG and the Trustee, to serve as a medium for the
accumulation and investment of funds for the payment and administration of
certain non-qualified pension benefit payments, as previously set forth in
Appendix A of the Trust Agreement; and

WHEREAS, by resolution of its Board of Directors dated June 23, 1995,
PTG adopted the Pacific Telesis Group Executive Supplemental Pension Plan,
to merge and replace the Pacific Telesis Group Executive Nonqualified
Pension Plan and the Pacific Telesis Group Supplemental Executive Retirement
Plan; and

WHEREAS, by resolution of its Board of Directors dated November 22,
1996, PTG adopted the Pacific Telesis Group Executive Supplemental Cash
Balance Plan, to replace the Pacific Telesis Group Executive Supplemental
Pension Plan for officers terminating employment after March 22 ,1996; and

WHEREAS, by resolution of its Board of Directors dated November 22,
1996, PTG has determined that certain additional pension benefits payable to
officers shall be paid out of the assets of the Trust; and

WHEREAS, PTG and the Trustee mutually desire to amend the terms of the
Agreement to clarify the benefits payable out of the trust assets;

NOW, THEREFORE, PTG and the Trustee hereby agree as follows:

1. Effective November 22, 1996, Appendix A of the Trust Agreement is
amended in its entirety as attached hereto.

<PAGE>

2. Except as hereby amended, the terms of the Trust Agreement shall
continue in effect as expressed in the instrument dated as of the 1st day of
January, 1994.

PTG and the Trustee have caused this Trust Agreement to be executed by their
respective duly authorized officers.

PACIFIC TELESIS GROUP BANKERS TRUST COMPANY

By: /s/ J. R. Moberg By: /s/ Jaclyn Winter
--------------------------------- -------------------
J. R. Moberg
Executive Vice President-Human Resources

APPENDIX A

EXECUTIVE BENEFIT PLANS

Pacific Telesis Group Executive Supplemental Pension Plan

Pacific Telesis Group Executive Supplemental Cash Balance Plan

Pacific Telesis Group Mid-Career Pension Plan (solely with respect to
benefits accrued by participants who are officers of the Company)

Pre-1990 Retiree Supplemental Executive Retirement Benefit Program
(providing certain retirement benefits in excess of the limitations imposed
by Internal Revenue Code section 415 and 401(a)(17) on qualified plans to
certain officers who retired prior to 1990)

Officer Supplemental Pension Benefits Authorizations (such supplemental
pension benefits payable to officers as approved by the Company from time to
time by its Board of Directors or Compensation and Personnel Committee, and
certified to the Trustee by the Executive Vice President-Human Resources or
the Executive Vice President, Chief Financial Officer and Treasurer)

<PAGE>

TRUST AGREEMENT
for
PACIFIC TELESIS GROUP
EXECUTIVE SUPPLEMENTAL PENSION BENEFITS

APPENDIX A

CERTIFICATION OF
OFFICER SUPPLEMENTAL PENSION BENEFITS AUTHORIZATION

TO THE TRUSTEE:

Pursuant to Appendix A of the Trust Agreement, the following supplemental
pension benefits have been authorized by the Company as payable out of the
assets of the Trust:

Officer: D. W. Dorman
Benefit: Payments in excess of the amount payable under the PTG Executive
Supplemental Pension Plan based on a pension calculated under the Executive
Supplemental Pension Plan formula in effect prior to March 22, 1996 at the
rate of 2.45% of final average pay per year of service (unaffected by the
cash balance formula), provided, however, that after five years of service
there shall be no age or other early retirement discount.

Officer: R. W. Odgers
Benefit: In the event Mr. Odgers terminates service before attaining
eligibility for the Officer Minimum Pension under the PTG Executive
Supplemental Cash Balance Plan, payments in excess of the benefit payable to
him under the PTG Executive Supplemental Cash Balance Plan based on a
pension calculated in accordance with the terms of his Supplemental Benefit
Agreement with the Company, dated October 29, 1993.

PACIFIC TELESIS GROUP

By: /s/ J. R. Moberg Date: 11/27/96
----------------------------------- --------
J. R. Moberg
Executive Vice President-Human Resources

<PAGE>

Exhibit 11
----------
PACIFIC TELESIS GROUP AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in millions, except per share amounts; shares in thousands)

For the Year Ended December 31
1996 1995 1994
-------------------------------

Net income (loss) ........................ $1,142 $(2,312) $1,159
======== ======= ========
Weighted average number of common
shares outstanding .................... 428,388 425,996 423,969

Common stock equivalent shares
applicable to stock options ........... 1,537 389 818
-------- ------- --------

Total number of shares for computing
primary earnings per share ............ 429,925 426,385 424,787

Incremental shares for computing fully
diluted earnings per share ............ 1,159 323 -
------- ------- --------
Total number of shares for computing
fully diluted earnings per share ...... 431,084 426,708 424,787
======= ======= ========
Earnings (loss) per common share
(as reported).......................... $2.67 $(5.43) $2.73
Primary earnings (loss) per share ........ $2.66 $(5.42) $2.73
Fully diluted earnings (loss) per share .. $2.65 $(5.42) $2.73

Earnings per share amounts for the three-years ended December 31, 1996, as
reported in the Consolidated Statements of Income, were based on the
weighted average number of common shares outstanding for the respective
years. Primary and fully diluted earnings per share amounts were not shown
in the Consolidated Statements of Income, as they differ from the reported
earnings per share amounts by less than three percent.

<PAGE>

Exhibit 12
----------

PACIFIC TELESIS GROUP AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions) 1996 1995 1994 1993 1992*
------- ------- ------- ------- -------
1. Earnings
--------
Adjusted income from
continuing operations
before income taxes $1,798 $1,611 $1,793 $201 $1,782
Interest expense (a) 455 442 455 509 506
Interest in operating
rental expense (b) 51 31 43 40 44
Dividends on preferred
securities of subsidiary
trusts (c) 60 - - - -
------- ------- ------- ------- -------
Total earnings -
continuing operations $2,364 $2,084 $2,291 $750 $2,332
------- ------- ------- ------- -------
2. Fixed Charges
-------------
Interest expense (a) $ 455 $ 442 $ 455 $509 $ 510
Interest in operating
rental expense (b) 51 31 43 40 44
Dividends on preferred
securities of subsidiary
trusts (c) 60 - - - -
------- ------- ------- ------- -------
Total fixed charges -
continuing operations $ 566 $ 473 $ 498 $549 $ 554
------- ------- ------- ------- -------

RATIO OF EARNINGS TO FIXED
CHARGES (1 divided by 2) 4.18 4.41 4.60 1.37** 4.21
======= ======= ======= ======= =======

(a) Includes capitalized interest.
(b) Computed as 1/3 of operating rental expense.
(c) Dividends on corporation-obligated mandatorily redeemable preferred
subsidiary trusts issued in 1996.

* Restated to reflect the spin-off of the Corporation's wireless operations
which are excluded from amounts for the "continuing operations" of
Pacific Telesis Group.

** Results for 1993 reflect restructuring charges which reduced income from
continuing operations before income taxes by $1,431 million.

<PAGE>

Exhibit 18
----------

PREFERABILITY LETTER ON DISCRETIONARY ACCOUNTING CHANGE

Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108

We are providing this letter for inclusion as an exhibit to your Form 10-K
filing pursuant to Item 601 of Regulation S-K.

We have read management's justification for the change in accounting from
the "amortization" revenue recognition method to the "point of publication"
method contained in Pacific Telesis Group's Form 10-K for the year ended
December 31, 1996. Based on our reading of the data and the discussion with
the Company officials of the business judgment and business planning factors
relating to the change, we believe management's justification is reasonable.
Accordingly (in reliance on management's determination regarding elements of
business judgment and business planning), we concur that the newly adopted
accounting principle described above is preferable in Pacific Telesis
Group's circumstances to the method previously applied.

/s/ Coopers & Lybrand L.L.P
San Francisco, California
February 27, 1997

Exhibit 21
----------

SUBSIDIARIES OF PACIFIC TELESIS GROUP

Name State of Incorporation
- ---- ----------------------

Pacific Bell California
Pacific Bell Directory California
Pacific Bell Information Services California
Pacific Bell Mobile Services California
Pacific Bell Internet Services California
Pacific Bell Network Integration California
Nevada Bell Nevada
Pacific Telesis Mobile Services California
Pacific Bell Communications California
Pacific Telesis Enterprises California
Pacific Telesis Enhanced Services California
Pacific Bell Interactive Media California
Pacific Bell Video Services California
Cross Country Wireless, Inc. Delaware
Pacific Telesis Wireless Broadband Services California
Telesis Technologies Laboratory, Inc. California
PacTel Capital Resources California
PacTel Capital Funding California
PacTel Re Insurance Company, Inc. Hawaii
Pacific Telesis - Washington California

<PAGE>

Exhibit 23
----------

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference of our reports dated
February 27, 1997 on our audits of the consolidated financial statements of
Pacific Telesis Group and Subsidiaries as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996, which
reports are included, or incorporated by reference, in the Pacific Telesis
Group Annual Report on Form 10-K and in the Corporation's registration
statements as follows:

Form S-3: PacTel Capital Resources $500,000,000 Debt Securities and
Guarantee thereof by Pacific Telesis Group
Form S-3: Secondary Offering of 137,504 shares of Pacific Telesis
Group Common Stock
Form S-3: Shareowner Dividend Reinvestment and Stock Purchase Plan
Form S-3: Pacific Telesis Group and Pacific Telesis Financing I, II
and III $1 billion of Trusts Preferred Securities and Other
Securities
Form S-3: 2,576,494 shares of Pacific Telesis Group Common Stock
Form S-3: SBC Communications Inc. Dividend Reinvestment Plan
Form S-4: ABI American Businessphones, Inc. Merger
Form S-4: SBC Communications Inc. Merger
Form S-8: Nonemployee Director Stock Option Plan
Form S-8: Supplemental Retirement and Savings Plan for Salaried
Employees
Form S-8: Supplemental Retirement and Savings Plan for Nonsalaried
Employees
Form S-8: Stock Option and Stock Appreciation Rights Plan
Form S-8: Stock Incentive Plan

/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
March 31, 1997

<PAGE>

Exhibit 24
----------
POWER OF ATTORNEY

WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (the
"Corporation"), proposes to file with the Securities and Exchange Commission
(the "SEC"), under the provisions of the Securities Act of 1934, as amended,
an Annual Report on Form 10-K; and

WHEREAS, each of the undersigned is a director of the Corporation;

NOW, THEREFORE, each of the undersigned, hereby constitutes and
appoints P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them,
his/her attorney for him/her in his/her stead, in his/her capacity as a
director of the Corporation, to execute and file such Annual Report on Form
10-K, and any and all amendments, modifications or supplements thereto, and
any exhibits thereto, and granting to each of said attorneys full power and
authority to sign and file any and all other documents and to perform and do
all and every act and thing whatsoever requisite and necessary to be done as
fully, to all intents and purposes, as he/she might or could do if
personally present at the doing thereof, and hereby ratifying and confirming
all that said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof in connection with effecting the filing of the Annual Report
on Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her
hand this 24th day of January, 1997

/s/ Gilbert F. Amelio /s/ Mary S. Metz
Gilbert F. Amelio, Director Mary S. Metz, Director

/s/ William P. Clark /s/ Lewis E. Platt
William P. Clark, Director Lewis E. Platt, Director

/s/ Herman E. Gallegos /s/ Toni Rembe
Herman E. Gallegos, Director Toni Rembe, Director

/s/ Frank C. Herringer /s/ S. Donley Ritchey
Frank C. Herringer, Director S. Donley Ritchey,
Director

/s/ Richard M. Rosenberg
Richard M. Rosenberg, Director

<PAGE>

POWER OF ATTORNEY

WHEREAS, each of the undersigned is an officer or director, or both, of
the Corporation, as indicated below under his name;

NOW, THEREFORE, each of the undersigned, hereby constitutes and
appoints P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them,
his attorney for him in his stead, in his capacity as an officer or
director, or both, of the Corporation, to execute and file such Annual
Report on Form 10-K, and any and all amendments, modifications or
supplements thereto, and any exhibits thereto, and granting to each of said
attorneys full power and authority to sign and file any and all other
documents and to perform and do all and every act and thing whatsoever
requisite and necessary to be done as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, and hereby
ratifying and confirming all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof in connection with effecting the
filing of the Annual Report on Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 24th day of January, 1997.

/s/ Philip J. Quigley /s/ William E. Downing
Philip J. Quigley William E. Downing
Chairman of the Board, President Executive Vice President,
and Chief Executive Officer Chief Financial Officer and
Treasurer

<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1,000,000

<S> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<PERIOD-TYPE> 12-MOS
<CASH> 72
<SECURITIES> 0
<RECEIVABLES> 2,145
<ALLOWANCES> 163
<INVENTORY> 35
<CURRENT-ASSETS> 2,647
<PP&E> 29,032
<DEPRECIATION> 16,959
<TOTAL-ASSETS> 16,608
<CURRENT-LIABILITIES> 3,527
<BONDS> 0
<COMMON> 43
0
0
<OTHER-SE> 2,730
<TOTAL-LIABILITY-AND-EQUITY> 16,608
<SALES> 0
<TOTAL-REVENUES> 9,588
<CGS> 0
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<OTHER-EXPENSES> 0
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</TABLE>