<PAGE>

                                                                  Exhibit 10j










                              AMERITECH CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN
                         ------------------------------

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

                              AMERITECH CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN
                         ------------------------------

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

                                TABLE OF CONTENTS

    SECTION                                                        PAGE
    -------                                                        ----
       1         The Plan                                            1
                          Purpose                                    1
                          Effective Date                             1

       2         Administration                                      1
                          Committee                                  1
                          Powers and Authority                       1
                          Award Prices                               1
                          Change in Control                          2

       3         Shares Subject to the Plan                          3
                          Maximum Shares Available for Delivery      3
                          Other Share Limits                         4
                          Adjustments for Corporate Transactions     4

       4         Types of Awards                                     5
                          General                                    5
                          Stock Option                               5
                          Stock Appreciation Rights                  5
                          Stock Award                                5
                          Dividends and Dividend Equivalents         5

       5         Award Settlements and Payments                      6

       6         Plan Amendment and Termination                      6
                          Amendments                                 6
                          Plan Suspensions and Termination           6

       7         Miscellaneous                                       6
                          No Individual Rights                       6
                          Binding Arbitration                        6
                          Unfunded Plan                              6
                          Other Benefit and Compensation Programs    7
                          No Fractional Shares                       7
<PAGE>

                              AMERITECH CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN
                         ------------------------------

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

1.       The Plan

a) Purpose. The purpose of this Long-Term Stock Incentive Plan (the "Plan") is
to promote the longer-term financial success of Ameritech Corporation (the
"Company") by providing a means to attract, retain and reward individuals who
can and do contribute to such success. By using stock-based compensation, the
recipients of awards under the Plan will further identify their interests with
those of the Company's shareowners.

b) Effective Date. To serve this purpose, the Plan will become effective upon
its approval by the affirmative vote of a majority of the shares present or
represented by proxy at the Company's 1997 Annual Meeting of Shareowners, and
was so approved at such meeting.

2.       Administration

a) Committee. The Plan shall be administered by a Committee, appointed by the
Board of Directors of the Company, which shall consist of no less than three of
its members, all of whom shall not be employees of the Company (the
"Committee"); provided, however, that the Board of Directors of the Company may
assume, at its sole discretion, administration of the Plan.

b) Powers and Authority. The Committee's powers and authority include, but are
not limited to, selecting individuals from among employees of the Company and
any subsidiary of the Company or other entity in which the Company has a
significant equity or other interest as determined by the Committee, and from
among the members of the Board of Directors of the Company, to receive awards
under the Plan; determining the types and terms and conditions of all awards
granted, including performance and other earnout and/or vesting contingencies;
permitting transferability of awards to third parties; interpreting the Plan's
provisions; and administering the Plan in a manner that is consistent with its
purpose.

c) Award Prices. For Plan purposes, all stock options and stock appreciation
rights shall have an exercise price which shall reflect the average traded price
of a share of the common stock of the Company, par value $1.00 ("Share") on the
applicable date as determined by the Committee, or if Shares are not traded on
such date, the average price on the next preceding day on which such stock is
traded. The applicable date shall be the date on which the award is granted,
except that the Committee may provide that the applicable date may be: (i) the
day on which an award recipient was hired, promoted or such similar singular
event occurred, provided that the grant of such award occurs within 90 days
following such applicable date; or (ii) in the case of a stock option or stock
appreciation right granted retroactively in tandem with or as a substitution for
another

                                       1
<PAGE>

previously granted stock option or stock appreciation right, the applicable date
for such prior award. The above notwithstanding, the per Share exercise price of
any stock option or stock appreciation right may not be decreased after the
grant of the award, and a stock option or stock appreciation right may not be
surrendered as consideration in exchange for the grant of a new award with a
lower per Share exercise price.

d) Change in Control. The Committee may provide that any or all awards contain
provisions which contemplate a "Change in Control" due to either a change in the
beneficial ownership of the Company's voting stock or in the composition of the
Company's Board of Directors. For all Plan purposes, a Change in Control shall
be deemed to occur, unless the Board of Directors determines otherwise prior to
such Change in Control occurring, when:

         (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

                                       2
<PAGE>

                  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.

3.       Shares Subject to the Plan

a) Maximum Shares Available for Delivery. Subject to Section 3(c), the maximum
number of Shares that may be delivered to participants and their beneficiaries
under the Plan shall be equal to the sum of:

         (i)      40,000,000(1);
         (ii)     any Shares available for future awards under the Company's
                  1989 Long-Term Incentive Plan as of the effective date of this
                  Plan; and

--------
(1) Share amount has been adjusted to reflect the two-for-one stock split which
occurred on December 31, 1997.

                                       3
<PAGE>

         (iii)    any Shares that represent awards granted under any prior plan
                  of the Company which are forfeited, expire or are canceled
                  without the delivery of Shares or which result in the
                  forfeiture of Shares back to the Company.

In addition, any Shares granted under the Plan which are forfeited back to the
Company because of the failure to meet an award contingency or condition shall
again be available for delivery pursuant to new awards granted under the Plan.
Any Shares covered by an award (or portion of an award) granted under the Plan,
which are forfeited or canceled, expires or is settled in cash, shall be deemed
not to have been delivered for purposes of determining the maximum number of
Shares available for delivery under the Plan. Likewise, if any stock option is
exercised by tendering Shares, either actually or by attestation, to the Company
as full or partial payment in connection with the exercise of a stock option
under this Plan or any stock plan of the Company, only the number of Shares
issued net of the Shares tendered shall be deemed delivered for purposes of
determining the maximum number of Shares available for delivery under the Plan.
Further, any Shares delivered under the Plan through the settlement, assumption
or substitution of outstanding awards or obligations to grant future awards as a
condition of the Company acquiring another entity shall not reduce the maximum
number of Shares available pursuant to this Section 3(a).

b) Other Share Limits. Subject to Section 3(c), the following additional Share
maximums are imposed under the Plan. The maximum number of Shares that may be
covered by stock options intended to comply with Section 422 of the Internal
Revenue Code ("incentive stock options:) shall be 40,000,000. The maximum number
of Shares that may be issued in conjunction with awards granted pursuant to
Section 4(d) shall be 14,000,000. The maximum number of Shares that may be
covered by awards granted to any one individual shall be 5,000,000 over any
consecutive five-year period.(2)

c) Adjustments for Corporate Transactions. The Committee may determine that a
corporate transaction has affected the price per Share such that an adjustment
or adjustments to outstanding awards are required to preserve (or prevent
enlargement of) the benefits or potential benefits intended at time of grant.
For this purpose a corporate transaction will include, but is not limited to,
any stock split, stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares, or other similar occurrence. In the event of such a
corporate transaction, the Committee may, in such manner as the Committee deems
equitable, adjust (i) the number and kind of shares which may be awarded under
the Plan pursuant to Sections 3(a) and 3(b); (ii) the number and kind of share
subject to outstanding awards; and (iii) the exercise price of outstanding stock
options and stock appreciation rights.

4.       Types of Awards

---------
(2) Share amounts have been adjusted to reflect the two-for-one stock split
which occurred on December 31, 1997.

                                       4
<PAGE>

a) General. An award may be granted singularly, in combination with another
award(s) or in tandem whereby exercise or vesting of one award held by a
participant cancels another award held by the participant. Subject to Section
2(c), an award may be granted as an alternative to or replacement of an existing
award or as the form of payment for grants or rights earned or due under other
compensation plans or arrangements of the Company, including the plan of any
entity acquired by the Company. The types of awards that may be granted under
the plan include:

b) Stock Option. A stock option represents a right to purchase a specified
number of Shares during a specified period at a price per Share which is no less
than that required by Section 2(c). A stock option may be in the form of an
incentive stock option or in a form which does not qualify for federal tax
treatment as an incentive stock option. The Shares covered by a stock option may
be purchased by means of a cash payment or such other means as the Committee may
from time-to-time permit, including (i) tendering (either actually or by
attestation) Shares valued using the market price at the time of exercise, (ii)
authorizing a third party to sell Shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and to remit to the Company a
sufficient portion of the sale proceeds to pay for all the Shares acquired
through such exercise and any tax withholding obligations resulting from such
exercise; or (iii) any combination of the above.

c) Stock Appreciation Rights. A stock appreciation right is a right to receive a
payment in cash, Shares or a combination, equal to the excess of the aggregate
market price at time of exercise of a specified number of Shares over the
aggregate exercise price of the stock appreciation rights being exercised.

d) Stock Award. A stock award is a grant of Shares or of a right to receive
Shares (or their cash equivalent or a combination of both) in the future. Each
stock award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine. These may include continuous service and/or
the achievement of performance goals. The performance goals that may be used by
the Committee for such awards shall consist of cash generation targets, profit
and revenue targets, profitability targets as measured by return ratios, and/or
shareholder returns. The Committee may designate a single criterion or multiple
criteria for performance measurement purposes with the measurement based on
absolute Company or business unit performance and/or on performance as compared
with that of other publicly-traded companies.

e) Dividends and Dividend Equivalents. An award may contain the right to receive
dividends or dividend equivalent payments which may be either paid currently or
credited to a participant's account. Any such crediting of dividends or dividend
equivalents or reinvestment in Shares may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including the
reinvestment of such credited amounts in Share equivalents. The performance
goals that may be used by the Committee for such dividends or dividend
equivalent award payments shall consist of cash generation targets, profit and
revenue targets, profitability targets as measured by return ratios, shareholder
returns and/or an increase in the Company stock value after the date of the
related grant.

                                       5
<PAGE>

5.       Award Settlements and Payments

Awards may be settled through cash payments, the delivery of Shares, the
granting of awards or any combination thereof as the Committee shall determine.
Any award settlement, including payment deferrals, may be subject to such
conditions, restrictions and contingencies as the Committee shall determine. The
Committee may permit or require the deferral of any award payment, subject to
such rules and procedures as it may establish, which may include provisions for
the payment or crediting of interest, or dividend equivalents, including
converting such credits into deferred Share equivalents.

6.       Plan Amendment and Termination

a) Amendments. The Company's Board of Directors may amend this Plan as it deems
necessary and appropriate to better achieve the Plan's purpose provided,
however, that (i) the Share limitations set forth in Sections 3(a) and 3(b)
cannot be increased and (ii) the minimum stock option and stock appreciation
right exercise prices set forth in Section 2(c) cannot be changed, unless such a
change is properly approved by the Company's shareowners.

b) Plan Suspensions and Termination. The Board of Directors of the Company may
suspend or terminate this Plan at any time. Any such suspension or termination
shall not of itself impair any outstanding award granted under the Plan or the
applicable participant's rights regarding such award.

7.       Miscellaneous

a) No Individual Rights. No person shall have any claim or right to be granted
an award under the Plan. Neither the Plan nor any action taken hereunder shall
be construed as giving any employee or other person any right to continue to be
employed by or to perform services for the Company, any subsidiary or related
entity. The right to terminate the employment of or performance of services by
any Plan participant at any time and for any reason is specifically reserved to
the employing entity.

b) Binding Arbitration. Any dispute or disagreement regarding participation
and/or an award recipient's rights under the Plan shall be settled solely by
binding arbitration in accordance with the applicable rules of the American
Arbitration Association.

c) Unfunded Plan. The Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any participant or
beneficiary of a participant. To the extent any person holds any obligation of
the Company by virtue of an award granted under the Plan, such obligation shall
merely constitute a general unsecured liability of the Company and accordingly
shall not confer upon such person any right, title or interest in any assets of
the Company.

                                       6
<PAGE>

d) Other Benefit and Compensation Programs. Unless otherwise specifically
determined by the Committee, settlements of awards received by participants
under the Plan shall not be deemed a part of a participant's regular, recurring
compensation for purposes of calculating payments or benefits from any Company
benefit plan or severance program. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate.

e) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any award, and the Committee shall determine whether
cash shall be paid or transferred in lieu of any fractional Shares, or whether
such fractional Shares or any rights thereto shall be canceled.



                                       7