AMERITECH SENIOR MANAGEMENT
                    SHORT TERM INCENTIVE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                   AMERITECH SENIOR MANAGEMENT
                    SHORT TERM INCENTIVE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)

                        TABLE OF CONTENTS

SECTION                                      PAGE
  1      Purpose                              1

  2      Awards                               1

  3      Eligibility                          2

  4      Adjustments                          4

  5      Other Conditions                     5

  6      Change in Control                    6

  7      Designation of Beneficiaries         8

  8      Plan Administration                  8

  9      Amendment and Termination of the Plan         9

                                
                   AMERITECH SENIOR MANAGEMENT
                    SHORT TERM INCENTIVE PLAN

   (As Amended and Restated Effective as of February 1, 1998)

     1.  Purpose.   The purpose of the Ameritech Senior Management
Short Term Incentive Plan (the "Plan") is to provide Senior
Management Employees of Ameritech Corporation, a Delaware
corporation (the "Company") or of any Subsidiary or Affiliate of
the Company (an "Employer"), with incentive compensation based upon
the achievement of financial, service and management performance
goals for the Company and its Subsidiaries or Affiliates. For
purposes of the Plan, the term "Subsidiary" means any corporation
of which the Company owns at least 50% of the combined voting power
of all classes of stock entitled to vote.  The term "Affiliate"
means any corporation other than a Subsidiary which would be a
member of a controlled group of corporations with the Company under
section 1563(a) of the Code. The "Effective Date" of the amended
and restated Plan is February 1, 1998.

     2.  Awards.
     
     (a)  The Board of Directors of the Company (the "Board") may
          make awards in each calendar year with respect to the
          preceding calendar year (the "Award Year"), beginning
          with awards made in 1985 with respect to Award Year 1984,
          in such amounts and to such of the eligible Senior
          Management Employees (as defined in Section 3) as it may
          determine in its sole discretion, subject to the
          conditions and limitations of the Plan. Awards shall be
          paid in cash in the calendar year during which such
          awards are made, except to the extent that an eligible
          employee has made an election to defer the receipt of
          such award pursuant to the Ameritech Corporate Resource
          Deferral Plan.

     (b) The Board shall approve a standard award ("Standard
          Award") for each level of management eligible to receive
          awards under the Plan for each Award Year for which it
          intends to grant awards.  The Board shall also determine
          a percentage rate (the "Annual Percentage Rate")
          applicable to the Standard Awards based upon the criteria
          contained in subsection (c) below relating to the
          achievement of annual financial and other corporate goals
          during the Award Year. Annual Percentage Rate shall serve
          as a guideline in making awards to eligible Senior
          Management Employees under the Plan whose awards may,
          depending upon individual performance, be more or less
          (including no award) than such Annual Percentage Rate
          applied to the Standard Awards for an Award Year.

                         .
     (c)  The Annual Percentage Rate applicable to the Standard
          Awards referred to in subsection (b) above shall be based
          upon the level of achievement during the Award Year with
          regard to:

          A.  Financial performance of the Company and its
             [consolidated subsidiaries] (prepared on the same basis
             as the financial statements published for financial
             reporting purposes and determined in accordance with
             subsection 8(a));
     
          B. Service performance of the Company and its
             [consolidated subsidiaries]; and
     
          C. Management performance.

The Board shall establish the performance criteria described in
paragraphs A and B above and shall evaluate the management
performance described in paragraph C above.

     3.  Eligibility.
     
     (a)  An award may be granted for an Award Year to, or on
          account of, each Senior Management Employee of the Company
          or its Subsidiaries or Affiliates who is in active service
          during such Award Year (whether or not such Senior
          Management Employee is employed or alive on the date an
          award is actually granted); provided, however, that such
          Senior Management Employee has completed at least three
          months of active service at such level with the Company or
          a Subsidiary or Affiliate during the Award Year (excluding
          any time during which the Senior Management Employee was
          absent from service on account of sickness or disability
          and was receiving any benefits under a Sickness and
          Accident Disability Benefit Plan ("SADBP") maintained by
          the Company or an Associated Company ("Disability
          Benefits")). The term "Senior Management Employee" means
          an employee who has attained any of salary grades CR5
          through 9 and any individual who was a participant in the
          Plan as of December 31, 1994 as long as such individual
          continues to meet the requirements to be a Senior
          Management Employee under the Plan as it existed as of
          December 31, 1994 or meets such requirements under the
          Plan as it exists from time to time after that date.
          Employees are not rendered ineligible under the Plan
          solely by reason of being a member of the Board.

     (b)  Subject to the provisions of Section 6 below, the Standard
          Award applicable to an employee otherwise eligible to
          receive an award under the Plan for an Award Year shall be
          prorated over the Award Year, or the employee shall be
          ineligible to receive an award for an Award Year, as
          determined below:

          (1) entrance to or exit from   -    prorate from the date
              a level of management           of entrance or exit
              eligible for awards after       to the nearest half month
              the beginning of the
              Award Year

          (2) changes in market rate     -    prorate according to time
              during an Award Year            of active service at each
                                              position rate to the
                                              nearest half month
          
          (3) receipt of Disability      -    prorate to the day based
              Benefits for more than          on time of service while
              three months in an              not receiving Disability
              Award Year under the
              Company or any Associated
              Company SADBP
          
          (4) receipt of Disability      -    no reduction in
              Benefits for three months       applicable Standard
              or less in an Award Year        Award
              under the Company or any
              Associated Company SADBP
          
          (5) normal retirement, early   -    prorate to date of
              retirement with the             retirement or transfer
              approval of the Company
              or transfer to another
              Associated Company during
              an Award Year

          (6) leave of absence during    -    prorate to date leave
              an Award Year                   commences unless
                                              otherwise provided by
                                              the Board

          (7) death during an Award      -    prorate to date of death
              Year
          
          (8) early retirement during    -    no award
              an Award Year without the
              approval of the Company
          
          (9) resignation during an      -    no award
              Award Year
          
          (10)demotion during or after   -    no award
              an Award Year because of
              unsatisfactory performance
              to a position within a
              compensation  group below
              the compensation group
              designated as "Senior Management Employee"

         (11) dismissal during or        -    no award
              after an Award Year by
              the Company or any
              Associated Company

          For all purposes under the Plan, the term
          "normal retirement" shall mean retirement on
          or after the date on which the employee
          reaches age 65 (or, if later, the fourth
          anniversary of the date the employee
          commenced participation in the Ameritech
          Management Pension Plan), and the term "early
          retirement" shall mean retirement on or after
          the date on which the Senior Management
          Employee's combined age and years of service
          equals 75, subject to Committee
          authorization.  For all purposes under the
          Plan, an employee shall be deemed to have
          retired only if he has terminated employment
          with the Company and its Subsidiaries or
          Affiliates and is receiving retirement
          benefits under a pension plan maintained by
          the Company or a Subsidiary or Affiliated
          Company.
          
     (c)  Notwithstanding any other provision of the
          Plan, with respect to eligible employees
          transferred between Subsidiaries or
          Affiliated Companies during an Award Year,
          the Subsidiary or Affiliated Company last
          employing the employee during such Award Year
          shall determine and pay the entire short term
          award, if any, for such Award Year.

     4.   Adjustments.
     
     (a)  In order to effectuate the purpose of the
          Plan, the Board may make adjustments in the
          criteria established for any Award Year under
          Section 2 which reflect any extraordinary
          changes that may have occurred during the
          Award Year or which significantly alter the
          basis upon which such performance levels were
          determined. Such changes may include, without
          limitation, changes in accounting practices,
          tax, regulatory or other laws or regulations,
          or economic changes not in the ordinary
          course of business cycles. Any adjustments
          made by the Board can be made at any time and
          in any manner that the Board in its sole
          discretion deems appropriate and any and all
          such adjustments shall be conclusive and
          binding upon all parties concerned.
     
     (b)  In the event of any change in the number of
          outstanding shares of the Company by reason
          of any stock dividend or split,
          recapitalization, merger, consolidation,
          combination or exchange of shares, or other
          similar corporate change, the Board shall
          make such adjustments, if any, that it deems
          appropriate in the performance levels
          established under Section 2 for any Award
          Year not then completed and any and all such
          adjustments shall be conclusive and binding
          upon all parties concerned.

     5.   Other Conditions.
     
     (a)  No person shall have any claim to be granted
          an award under the Plan and there is no
          obligation for uniformity of treatment of
          eligible employees under the Plan. Awards
          under the Plan may not be voluntarily or
          involuntarily assigned or alienated.

     (b) Neither the Plan, nor any action taken
          hereunder shall be construed as giving to any
          employee the right to be retained in the
          employ of the Company or any Associated
          Company.

     (c) The Company and any Associated Company shall
          have the right to
          deduct from any award to be paid under the
          Plan any Federal, state or local taxes
          required by law to be withheld with respect
          to such payment.

     (d) The amount of any award payable under the
          Plan shall be paid from the general revenues
          of the Company or an Associated Company, as
          the case may be.

     (e) Notwithstanding any other provision of the
          Plan, no awards will be
         made if, at the time payment would have been
          made:

           (i)  the regular quarterly dividend on any
            outstanding common or preferred shares of
            the Company has been omitted and not
            subsequently paid or there exists any
            default in payment of dividends on any
            such outstanding shares;

          (ii)  the rate of dividends on common shares
            of the Company is lower than any regular
            quarterly dividend paid during the Award
            Year, adjusted for any stock split,
            combination, exchange or similar change;
            or
          
         (iii)     estimated net income of the
            Company, and its consolidated subsidiaries
            for the twelve-month period preceding the
            month the awards would otherwise have been
            made is less than the sum of: (1) the
            amount of the awards to be made under the
            Plan and the Short Term Incentive Plans of
            Associated Companies ("Associated Company
            Plans"); (2) the amount of payments and
            awards eligible for distribution to Senior
            Management Employees under the Ameritech
            Long Term Incentive Plan, the Ameritech
            1989 Long Term Incentive Plan, the Long
            Term Stock Incentive Plan, and any
            successor plans, (the "Long Term Plans")
            in that month; and (3) all dividends
            applicable to such period on an accrual
            basis, either paid, declared or accrued at
            the most recently paid rate, on all
            outstanding preferred and common shares of
            the Company.
     In the event that net income available under
     clause (iii) next above for awards under the Plan,
     the Associated Company Plans and for payments and
     awards eligible for distribution under the Long
     Term Plans is sufficient to cover part but not all
     of such amounts, the following order shall be
     applied, pro rata, within each category:

            (i) dividend equivalent payments under the Long Term Plans;

            (ii)     units eligible for distribution
          under the Long Term Plans;

          (iii)awards under the Plan and the Associated Company Plans.

      (f) Unless otherwise provided by the Board, awards under the Plan shall be
          excluded in determining benefits under any pension, retirement,
          disability, death, savings or other benefit plan of the Company
          excluding any non-qualified pension plan maintained by the Company for
          the purpose of providing non-qualified pension benefits with respect
          to such awards."

     6.  Change in Control.   If a Change in Control
(as defined below) occurs, then each eligible employee
(determined under Section 3 but without regard to
whether the employee has completed at least three
months of active service in the applicable Award Year)
who is also actively employed by the Company on the
date of the Change in Control shall receive as soon as
practicable following the earlier of his termination of
employment or the end of the calendar year in which
such Change in Control occurs, not less than 100% of
the Standard Award for the Award Year in which the
Change in Control occurs, subject to upward adjustment
based on the criteria established by the Board of
Directors of the Company prior to the Change in
Control. For purposes of the Plan, the term "Change in
Control" means a change in the beneficial ownership of
the Company's voting stock or a change in the
composition of the Company's Board of Directors which
is as follows:

     (i)  any "person" (as such term is used in
          Section 13(d) and 14(d)(2) of the Securities
          Exchange Act of 1934) other than:

          (A) a trustee or other fiduciary holding
               securities under an employee benefit
               plan of the Company; or

          (B) the Participant or any other person
               acting in concert with the Participant;

          is or becomes a beneficial owner (as defined
          in Rule 13d-3 under the Securities Exchange
          Act of 1934), directly or indirectly, of
          stock of the Company representing 20% or more
          of the total voting power of the Company's
          then outstanding stock; provided, however,
          that this paragraph (i) shall not apply to
          any tender offer made pursuant to an
          agreement with the Company approved by the
          Company's Board of Directors and entered into
          before the offeror has become a beneficial
          owner of stock of the Company representing 5%
          or more of the combined voting power of the
          Company's then outstanding stock;

     (ii) a tender offer is made for the stock of the Company, and the person
          making the offer owns or has accepted for payment stock of the
          Company representing 20% or more of the total voting power of the
          Company's then outstanding stock; provided, however, that this
          paragraph (ii) shall not apply to any tender offer made pursuant to
          an agreement with the Company approved by the Company's Board of
          Directors and entered into before the offeror has become a beneficial
          owner of stock of the Company representing 5% or more of the combined
          voting power of the Company's then outstanding stock;

     (iii)         during any period of 12 consecutive
          months there shall cease to be a majority of
          the Board of Directors comprised as follows:
          individuals who at the beginning of such
          period constitute the Board of Directors and
          any new director(s) whose election by the
          Board of Directors or nomination for
          election by the Company's stockholders was
          approved by a vote of at least 80% of the
          directors then still in office who either
          were directors at the beginning of the
          period or whose election or nomination for
          election was previously so approved; or

     (iv) the stockholders of the Company approve a
          merger or consolidation of the Company with,
          or a sale of all or substantially all of the
          Company's assets to, any other company other
          than:

          (A) a merger or consolidation which would
               result in the Company's voting stock
               outstanding immediately prior thereto
               continuing to represent (either by
               remaining outstanding or by being
               converted into voting stock of the
               surviving entity) more than 55% of the
               combined voting power of the Company's
               or such surviving entity's outstanding
               voting stock immediately after such
               merger or consolidation; or

          (B) a merger or consolidation which would
               result in the directors of the Company
               who were directors immediately prior
               thereto continuing to constitute at
               least a majority of the directors of
               the surviving entity immediately after
               such merger or consolidation.

For purposes of paragraph (iv) above, the phrase
"surviving entity" shall mean only an entity in which
all of the Company's stockholders who are stockholders
immediately before the merger or consolidation (other
than stockholders exercising dissenter rights) become
stockholders by the terms of the merger or
consolidation, and the phrase "directors of the Company
who were directors immediately prior thereto" shall not
include (1) any director of the Company who was
designated by a person who has entered into an
agreement with the Company to effect a transaction
described in paragraph (i) or paragraph (iv) above, or
(2) any director who was not a director at the
beginning of the 12-consecutive-month period preceding
the date of such merger or consolidation, unless his
election by the Board of Directors or nomination for
election by the Company's stockholders was approved by
a vote of at least 80% of the directors who were
directors before the beginning of such period.
     
     7.   Designation of Beneficiaries.   An eligible
employee may designate a beneficiary or beneficiaries
(who may be designated contingently or concurrently) to
receive all or part of the awards which may be granted
to the employee under the Plan in case of the eligible
employee's death. A designation of beneficiary may be
replaced by a new designation or may be revoked by the
employee at any time. A designation or revocation shall
be made on a form provided by the Company for the
purpose and shall be signed by the employee and
delivered to the Company prior to the employee's death.
In case of the employee's death, an award granted under
the Plan with respect to which a designation of
beneficiary has been made (to the extent it is valid
and enforceable under applicable law) shall be paid to
the designated beneficiary or beneficiaries. Any award
granted to a deceased employee with respect to whom a
designation of beneficiary is not effective, either
because the employee failed to designate a beneficiary
or because the designated beneficiary has predeceased
the employee, shall be distributed to the employee's
estate. If there shall be any question as to the legal
right of any beneficiary to receive an award under the
Plan, the amount in question may be paid to the estate
of the employee, in which event the Company shall have
no further liability to anyone with respect to such
amount.

    8.   Plan Administration.
     
    (a)  The Board shall have the exclusive right and
          discretion to administer and interpret the
          Plan, to establish rules for its
          administration and to determine the
          entitlement to benefits under the Plan. Any
          decision made by the Board on any matter
          within its discretion is conclusive, final
          and binding on all persons and not subject to
          further review.  The level of financial,
          service and management performance referred
          to in Section 2 achieved for each Award Year
          shall be conclusively determined by the
          Board. The determination of financial
          performance achieved for any Award Year may
          but need not be adjusted to reflect
          extraordinary financial items and adjustment
          or restatements of the financial statements,
          in the discretion of the Board. Any such
          determination shall not be affected by
          subsequent adjustments or restatements. Any
          determinations or actions required or
          permitted to be made by the Board may be
          delegated to the Compensation Committee of
          the Board.  The Board, and such Committee of
          the Board, in making any determinations under
          or referred to in the Plan shall be entitled
          to rely on opinions, reports or statements of
          officers or employees of the Company and any
          Subsidiary or Affiliated Company and of
          counsel, public accountants and other
          professional or expert persons.

     (b) The Plan shall be governed by the laws of the
          State of Illinois, to the extent not
          superseded by any applicable Federal law.

     9.  Amendment and Termination of the Plan.   The Board
may, at any time, amend or terminate the Plan; provided,
however, that neither an amendment of nor the termination of the
Plan shall reduce or impair the interests of eligible employees
in awards made under the Plan as at the date of amendment or
termination, as the case may be.