Human Resources Committee

of the Board of Directors of SBC Communications Inc.

Committee Members


James A. Henderson, Chairman

Gilbert F. Amelio

James E. Barnes

Martin K. Eby Jr.

Patricia P. Upton







The Human Resources Committee (the "Committee") is appointed by the Board of Directors of SBC Communications Inc. to discharge the Board's responsibilities relating to compensation of the Company's executives and overseeing the compensation practices of the Company. References in this Charter to "SBC" or the "Company" shall be to SBC Communications Inc. and its consolidated subsidiaries unless the context requires otherwise.


The Committee shall prepare the report required by the rules and regulations of the Securities and Exchange Commission to be included in the Company's proxy statement for its Annual Meeting of Stockholders.


Committee Membership


At the first meeting of the Board following each Annual Meeting of Stockholders, the Board, after receiving the recommendations of the Corporate Governance and Nominating Committee, shall appoint the members of the Committee and shall determine the Chairperson of the Committee, each to serve at the pleasure of the Board. Committee members shall not have a fixed term. The Committee shall consist of no fewer than three members, including the Chairperson. Each member of the Committee shall be independent under the listing standards of the New York Stock Exchange.




The Committee shall meet as often as it determines, but not less than four times a year. The Committee may request any officer or employee of the Company to attend a meeting of the Committee or to meet with any compensation or other consultant to the Committee. After the Committee meets or otherwise takes action, it shall, as soon as practicable, make a report of its activities at a meeting of the Board.


The Committee may form and delegate authority to subcommittees when determined by the Committee to be necessary or appropriate.


Committee Responsibilities and Authority


The Committee shall have the authority, to the extent it deems necessary or appropriate, to conduct investigations and to retain compensation or other consultants in connection with its responsibilities. The Committee may authorize and direct the payment of compensation by the Company to any such consultant and the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.


The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Corporate Governance and Nominating Committee. The Committee shall annually evaluate the Committee's own performance and share such evaluation with the Corporate Governance and Nominating Committee.


General Compensation Oversight

1.      Compensation Strategy. Periodically, the Committee shall review the compensation strategy of the Company in consultation with the Chief Executive Officer and its effect on the achievement of Company goals. The Committee shall annually review the compensation of the Chief Executive Officer, other executive officers and such other employees as the Committee shall deem appropriate. The Committee shall review market and industry data as it deems necessary for evaluating compensation.

2.      Administration of Plans. The Committee shall administer, and/or where appropriate oversee the administration of, executive and equity compensation plans and such other compensation plans as it deems appropriate, subject, however, to the Board's authority to appoint other Committees to administer awards made to non-executive officers. In administering the plans, the Committee may make awards, determine eligible participants, modify plans, impose limitations and conditions and take such other actions as it deems appropriate. Periodically, the Committee shall review and make recommendations to the Board with respect to the adoption of incentive plans and equity based plans that are subject to Board approval.

3.      Stock Ownership Guidelines. The Committee shall establish and periodically review stock ownership guidelines for the officers of the Company.

4.      Broad Based Employee Benefit Plans. In consultation with management, the Committee shall recommend to the Board, or authorize consistent with the power and authority delegated to it by the Board, the adoption, amendment or termination of the Company's broad based employee benefit plans.



5.      Determination and Evaluation of Compensation. Annually, if not more frequently, the Committee shall determine the compensation of the Chief Executive Officer and such other employees selected by the Committee, awarding, where appropriate, such short or long term incentives or other awards the Committee deems appropriate and subsequently determining the attainment of goals and related payouts for incentive awards. As called for by the listing requirements of the New York Stock Exchange, the Committee shall annually, if not more frequently, review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and, after consulting with the Board, determine and approve the Chief Executive Officer's compensation based on this evaluation. The Committee shall report to the Board on actions it takes with respect to the evaluation and compensation of the Chief Executive Officer. The Committee shall review annually with the Chief Executive Officer his recommendations for the compensation of other employees, as appropriate.

6.      Perquisites. Periodically, the Committee shall review and modify, or make recommendations to the Board regarding, the perquisites and benefits for the Chief Executive Officer and other employees, as appropriate.



7.      Succession Plan. The Committee shall develop, in consultation with the Chief Executive Officer, a management succession plan to be discussed at least annually with the Board. In the event of a vacancy in the position of Chief Executive Officer, the Committee shall make a recommendation to the Board.

8.      Evaluation of Management. The Committee shall oversee the evaluation of management.



9.      Other. The Committee shall be responsible for any other matters expressly delegated to the Committee by the Board from time to time.