0001193125-04-143151 Sample Contracts

SBC COMMUNICATIONS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2004 • SBC Communications Inc • Telephone communications (no radiotelephone) • New York

SBC Communications Inc., a Delaware corporation (the “Company”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Paragraph 1(a) hereof (“Securities” and individually “Security”). The Securities will be issued under an Indenture, dated as of November 1, 1994 (the “Indenture”), from the Company to The Bank of New York, as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions and selling prices, with all such terms for any particular series being determined at the time of sale. The Company proposes to sell to the underwriters named in Schedule II hereto (“Underwriters”) for whom you are acting as representative(s) (“Representative”), a series of Securities, of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (“Underwritten Securities” and, individually, “Underwritten Security”).

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