<PAGE>

                                                                Exhibit 10dd
                                                                ------------
                            PACIFIC TELESIS GROUP

              EXECUTIVE DISABILITY AND SURVIVOR PROTECTION PLAN

              (formerly Pacific Telesis Group Senior Management
             Long Term Disability and Survivor Protection Plan)

                  (Amended and Restated as of July 1, 1995)

                              TABLE OF CONTENTS

                                                                        Page

SECTION 1.  INTRODUCTION AND PURPOSE...................................    1
     1.1    Introduction...............................................    1
     1.2    Purpose....................................................    1

SECTION 2.  ELIGIBILITY ...............................................    1

SECTION 3.  DISABILITY BENEFITS........................................    1
     3.1    First Fifty Two Weeks......... ............................    1
     3.2    Subsequent to First Fifty Two Weeks........................    2
     3.3    Integrated Benefits........................................    3
     3.4    Cessation of Benefits......................................    3
     3.5    Relapse Rule - Different Periods of Disability.............    3
     3.6    Employees Not Subject to Mandatory Retirement..............    4

SECTION 4.  SURVIVING SPOUSE BENEFITS..................................    4
     4.1    Eligibility for Benefit....................................    4
     4.2    Amount of Benefit..........................................    4
     4.3    Form and Timing of Payment.................................    5

SECTION 5.  WELFARE BENEFITS...........................................    5

SECTION 6.  RIGHTS TO BENEFITS.........................................    5
     6.1    Entitlement to Benefits....................................    5
     6.2    Claim for Plant Benefits Due to Accident...................    5
     6.3    Forfeiture Due to Other Claims for Injury or Death.........    6
     6.4    Forfeiture for Misconduct..................................    6

SECTION 7.  SOURCE OF BENEFIT PAYMENTS ..............................      7
     7.1    Participating Company Liability ...........................    7
     7.2    All Benefits Unfunded .....................................    7
     7.3    No Right to Company Assets ................................    7




















                                   <PAGE>


                            PACIFIC TELESIS GROUP
                           MID-CAREER PENSION PLAN
                  (Amended and Restated as of July 1, 1995)

                              TABLE OF CONTENTS
                                                                        Page

SECTION 8.  ADMINISTRATION ............................................    7
     8.1    Plan Sponsor ..............................................    7
     8.2    Plan Administrator ........................................    7
     8.3    Procedure to Approve and Deny Claims ......................    7
     8.4    Review Procedure ..........................................    8
     8.5    Further ERISA Rights ......................................    8
     8.6    Named Fiduciaries .........................................    8
     8.7    Allocation of Responsibilities ............................    8
     8.8    Administrative Expenses ...................................    9

SECTION 9.  AMENDMENT AND TERMINATION .................................    9
     9.1    Plan Amendment.............................................    9
     9.2    Plan Termination ..........................................    9

SECTION 10.  DEFINITIONS ..............................................    9











































                                   <PAGE>

                            PACIFIC TELESIS GROUP
              EXECUTIVE DISABILITY AND SURVIVOR PROTECTION PLAN

                  (Amended and restated as of July 1, 1995)

SECTION 1.  INTRODUCTION AND PURPOSE

1.1  Introduction.    The Pacific  Telesis  Group  Executive Disability  and
Survivor Protection Plan (the "Plan"), formerly known as the Pacific Telesis
Group Senior Management Long Term  Disability and Survivor Protection  Plan,
was originally adopted effective  January 1, 1984, and has been  amended and
restated effective July 1, 1995.  Prior to July 1, 1995, the Plan provided a
minimum pension benefit  to certain Executives who were  not disabled.  This
minimum pension benefit,  and the survivor  and welfare benefits  associated
with  it,  are  now   provided  by  the  Pacific  Telesis   Group  Executive
Supplemental Pension  Plan (the  "Executive Pension Plan")  in substantially
the same  form  previously provided  by this  Plan.   Capitalized terms  are
defined in Section 10 of the Plan.

1.2  Purpose.  The  purpose of the Plan is to assist Participating Companies
in attracting  and retaining highly  competent senior managers  by providing
short   term  and  long  term  Disability  Benefits  to  Executives  of  the
Participating  Companies.  The Plan also provides life insurance and medical
and  dental coverage  to  former Executives  of Participating  Companies who
become  disabled  as  Executives and  who  are  not  eligible for  continued
coverages  under  the  Participating  Companies' welfare  benefit  plans  as
retirees  or  disabled former  employees.   In  addition, the  Plan provides
survivor  annuities  to  the  surviving  spouses  of Executives  and  former
Executives who became disabled as Executives.

SECTION 2.  ELIGIBILITY TO PARTICIPATE

An Employee shall become a Participant in the Plan immediately upon becoming
an  Executive.  Participation shall cease  when the Participant is no longer
an Executive,  unless the  Executive then meets  and continues  to meet  the
conditions for receiving a Disability  Benefit under Section 3 of  the Plan.
A former Executive is not precluded from remaining a Participant by the fact
that he or she receives offsetting  Integrated Benefits which reduce to zero
his or her actual benefits under Section 3.

SECTION 3.  DISABILITY BENEFITS

3.1  First Fifty Two  Weeks.  For the first fifty-two  week period following
the onset of  a physical or  mental impairment  which renders a  Participant
disabled,  as defined below, the Participant  shall be eligible to receive a
monthly Disability Benefit which is equal to:

     (a)  One hundred  percent (100%) of  the Participant's monthly  rate of
base pay on the last day the Participant was on the active payroll; less

     (b)  The sum of the Integrated Benefits set forth in Section 3.3 below.






                                      1








                                   <PAGE>


For  this purpose,  a  Participant shall  be  considered "disabled"  if  the
Committee  determines that  a  physical or  mental  impairment prevents  the
Participant from meeting  the performance requirements of  the position held
immediately preceding the onset of the impairment.

3.2  Subsequent to First  Fifty Two Weeks.   After the first  fifty-two week
period following  the onset of a  physical or mental impairment  for which a
Participant  was eligible  to receive  benefits under  Section 3.1  above, a
Participant  who is  disabled within  the meaning  of this  Section 3.2,  as
defined below, shall  be eligible  to receive a  monthly Disability  Benefit
which is equal to:

          (a)  For  the   period  prior  to  the  Participant's  sixty-fifth
birthday:

          (i)  Sixty percent (60%) of his or her monthly rate of base pay on
     the last day the Participant was on the active payroll; less

          (ii) The Integrated Benefits set forth in Section 3.3 below; and

          (b)  For  the period  on and  after the  Participant's sixty-fifth
birthday:

          (i)  The greater of:

               (A)  One and one-quarter  percent (1 %) of the  Participant's
     Final Annual Pay; or

               (B)  If the  Participant's Term  of Employment has  been five
     years or  more, ninety percent (90%) of the sum of the combined monthly
     pensions  payable to the Participant  at age sixty-five  under both the
     Qualified Pension Plan and  the Executive Pension Plan, as  those plans
     were  in  effect on  the last  day the  Participant  was on  the active
     payroll, if  the period after the  last day the Participant  was on the
     active payroll and prior to  the Participant's sixty-fifth birthday had
     been  included  in  the  Participant's period  of  service  for benefit
     accrual   purposes,  and   without  regard   to  any   minimum  service
     requirements for eligibility for a pension under those plans;

          (ii) Less the Integrated Benefits set forth in Section 3.3 below.

For  this purpose,  a  Participant shall  be  considered "disabled"  if  the
Committee determines  that his  or her  impairment prevents the  Participant
from meeting  the performance requirements  of all  of the  following:   the
position  held immediately  preceding the  onset of  the physical  or mental
impairment;  a similar  position;  and  any  appropriate position  within  a
Participating Company  which the Participant  would otherwise be  capable of
performing by reason of the Participant's background and experience.








                                      2








                                   <PAGE>


3.3  Integrated  Benefits.   For  each  month the  Participant  receives the
following  benefits,  they  shall  be  considered  Integrated  Benefits  for
purposes of Sections 3.1 and 3.2 above:

     (a)  The Participant's  pensions under the Qualified  Pension Plan, the
Executive Pension Plan  and the Mid-Career  Plan, in the amounts  that those
benefits   would  be  payable  as  monthly  benefits  for  life  (or  during
disability) as of the first day  they actually are paid (regardless of other
forms of payment available or  elected and regardless of any later ad hoc or
other increases to such pensions);

     (b)   The monthly amount (or equivalent) of any other retirement income
payments to the Participant from the Company;

     (c)  The Participant's monthly disability  benefit under the Disability
Benefits Plan;

     (d)  The  monthly  amount  of  all  worker's  compensation  and  Social
Security  benefits  taken  as  an  offset in  determining  the  amount  of a
disability benefit under the  Disability Benefits Plan during the  month for
which the disability benefit is being determined; 

     (e)  The  monthly amount (or equivalent) of  any other benefit payments
required by law on account of the Participant's disability; and

     (f)  At  the  discretion  of  the  Committee,  the  amount  of  outside
compensation  or earnings  of  the Participant  for  work performed  by  the
Participant during the period of disability.

In the event that  an Integrated Benefit for a month is not used to offset a
Disability Benefit payable for  that month, the Integrated Benefit  shall be
used to offset future Disability Benefits.

3.4  Cessation  of  Benefits.   A  Participant's  Disability Benefits  under
Sections 3.1  or 3.2  above shall  cease when the  Participant is  no longer
disabled, as provided in those Sections.

3.5  Relapse  Rule--Different Periods of Disability.   In the  event that an
Executive returns  to active employment after  receiving Disability Benefits
under this Section 3 during a period that the Executive remained an Employee
and  then the  Executive again  becomes disabled  under this Section  3, the
Executive  shall  be eligible  for  Disability  Benefits  under Section  3.1
pursuant to these rules:

     (a)  If  the period  of active  employment between  the two  periods of
disability  lasted  at  least 13  weeks,  the  disabled  Executive shall  be
entitled to a new  52-week period of Disability  Benefits under Section  3.1
for the second period of disability.








                                      3








                                   <PAGE>


     (b)  If  the period  of active  employment between  the two  periods of
disability lasted  less than  13 weeks,  the two periods  of disability  are
aggregated  and  the disabled  Executive  shall  be entitled  to  Disability
Benefits under Section 3.1 for the number of weeks remaining  in the 52-week
period, if any, at the end of the prior period of disability.

If a former Executive is rehired as an Executive and  later becomes eligible
for  Disability Benefits  under this  Section 3,  any periods  of disability
occurring before  the date of rehire shall be disregarded for the purpose of
determining  the length of time  that Disability Benefits  are payable under
Section 3.1.

3.6  Employees  Not  Subject to  Mandatory Retirement.    With respect  to a
Participant  not subject  to mandatory  retirement at  age 65  under Section
12(b) of the Age Discrimination  in Employment Act (29 U.S.C. 621  et. seq.)
or Sections 12941 and 12942  of the California Government Code, the  periods
of eligibility for the Disability Benefits provided in Section 3.2  shall be
the periods  described  in  those sections  or  such other  periods  as  are
required under  the Age  Discrimination  in Employment  Act, the  California
Government Code, or any  applicable governing regulations or interpretations
thereunder.

SECTION 4.  SURVIVING SPOUSE BENEFITS

4.1  Eligibility for Benefit.   The surviving spouse of a Participant who is
a former  Executive eligible  for a  Disability Benefit  under Section  3 is
eligible for the Surviving  Spouse Benefit under this section  unless, prior
to death, the  Participant could  have elected under  the Qualified  Pension
Plan to  receive a  joint and  survivor annuity, but  declined to  make that
election.

4.2  Amount  of Benefit.  In  the event of  the death of  a Participant, the
Surviving Spouse Benefit shall be a monthly benefit equal to:

     (a)  One  and  one-quarter percent  (1 %)  of  the Participant's  Final
Annual Pay; reduced by:

     (b)  The sum of the monthly survivor annuities payable to the surviving
spouse under the Qualified Pension Plan, the Executive Pension Plan  and the
Mid-Career  Plan, in  the amounts  that those benefits  would be  payable as
monthly  benefits for  life  as of  the  first day  they  actually are  paid
(regardless of other forms of payment available or elected and regardless of
any later ad  hoc or other  increases to such  annuities); plus the  monthly
amount  (or  equivalent) of  any other  lifetime  payments to  the surviving
spouse from the Company.

4.3  Form  and Timing of Payment.  Subject  to the Committee's discretion to
determine another time and form of payment, a surviving spouse benefit shall
be payable  as a  monthly  annuity for  the life  of  the surviving  spouse,
commencing the day after the  Participant's death.  It shall be paid  at the
same time  and in  the same form  as the surviving  spouse benefit,  if any,
under the Executive Pension Plan.




                                      4








                                   <PAGE>


SECTION 5.  WELFARE BENEFITS

A Participant who is  a former Executive eligible  for a Disability  Benefit
under Section 3 and who is not eligible for retiree welfare benefit coverage
under  the  Company's  group welfare  benefit  plans  shall  be entitled  to
medical,  dental  and  life  insurance  coverages  and  benefits  which  are
equivalent to the benefits which would have been provided to the Participant
under  the Company's  group welfare  benefit  plans if  he or  she had  been
eligible for a service pension under the Qualified Pension Plan.

SECTION 6.  RIGHTS TO BENEFITS

6.1  Entitlement  to Benefits.  Entitlement to benefits under the Plan shall
accrue on the date they become payable.

     (a)  Assignment or  Alienation.   Assignment or alienation  of benefits
under this  Plan will not be  permitted or recognized except  as required by
law.

     (b)  Payments  to Others.   Benefits  payable to  an individual  who is
unable  to  execute a  proper  receipt  may be  paid  to  another person  in
accordance  with the  standards and  procedures set  forth in  the Qualified
Pension Plan.

6.2  Claim for Plan Benefits Due to Accident.

     (a)  Release  Required.  In  case of an accident  resulting in death or
injury to  a Participant which otherwise entitles  the Participant or his or
her surviving spouse to any benefits  under the Plan, the Participant or his
or her surviving  spouse may elect to  accept benefits under the  Plan or to
prosecute such claims at law as the Participant or the  surviving spouse may
have relating to the accident.   If election is made to accept the  benefits
under  the Plan,  the election  shall be  in writing  and shall  release the
Company  and the  Participant's Participating  Company from  all  claims and
demands  which the  Participant and  his or  her  surviving spouse  may have
against it  on account of the accident, other than claims for benefits under
this  Plan  or  under  any  other  plan  maintained  by  the  Company  or  a
Participating Company.  If any persons other than the Participant and his or
her surviving  spouse might  legally assert  claims against  a Participating
Company on  account of the death  or injury of the  Participant, no benefits
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  accident, 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 this
plan or the Qualified  Pension Plan, and any company with which arrangements
have  been  made, directly  or indirectly,  for  the interchange  of benefit
obligations as described in the Qualified Pension Plan.







                                      5








                                   <PAGE>


     (b)  Time  Limit  for  Release.   The  right of  the  Participant  to a
Disability Benefit  under Section 3 of  the Plan shall lapse  if election to
accept  such benefits,  as provided  in Section  6.2(a) above,  is  not made
within sixty days after injury or within such greater time  as the Committee
shall provide, in writing, for the making of the election.

     (c)  Determination of Accident.  The determination of whether or not an
injury or death is due to accident for purposes of this Section 7.2 shall be
made by the Committee in the manner provided in the Qualified Pension Plan. 

6.3  Forfeiture Due To Other Claims for Injury or Death.

     (a)  Except as provided in  Section 6.3(b) or (c) below,  nothing shall
be payable  under  this  Plan  on  account of  the  injury  or  death  of  a
Participant if, other than under  this Plan or any other plan  maintained by
the Company, any  claim is made or suit is brought for damages on account of
such  injury or  death  against  the  Company,  against  any  other  company
participating  in this  Plan or  the Qualified Pension  Plan or  against any
other  company   with  which  arrangements  have  been   made,  directly  or
indirectly, for the interchange  of benefit obligations as described  in the
Qualified Pension Plan.

     (b)  The Committee may, in its discretion and upon such terms as it may
prescribe, waive  this provision if the claim is withdrawn or if the suit is
discontinued.

     (c)  If a judgment is recovered or a settlement is made of any claim or
suit  on account of  the injury  or death  of a  Participant, and  the total
amount which would otherwise have been payable under this Plan and any other
plan maintained by the Company is greater than the amount paid on account of
such  judgment or  settlement,  then the  Committee  in its  discretion  may
authorize the distribution, to the Participant or surviving spouse who would
otherwise have received benefits under  this Plan, of the lesser of  (i) the
difference between the two amounts or (ii) the amount which would  otherwise
have been payable under this Plan.

6.4  Forfeiture for Misconduct.  Notwithstanding any other provision of  the
Plan, all  or a portion  of the  benefits that a  Participant or his  or her
surviving spouse would otherwise be eligible to receive under this  Plan may
be  forfeited, in the sole  discretion of the  Company's Board of Directors,
under the following circumstances:

     (a)  The  Participant  is discharged  by  a  Participating Company  for
cause; or

     (b)  A determination is made by the board of directors of a Participat-
ing  Company that the Participant  engaged in misconduct  in connection with
his or her employment with such Participating Company.








                                      6








                                   <PAGE>


SECTION 7.  SOURCE OF BENEFIT PAYMENTS

7.1  Participating  Company Liability.  The  last  Participating Company  to
employ a Participant prior to his or her entitlement to a benefit under this
Plan  shall  be  primarily  liable for  all  benefits  due  under  the Plan.
However,  if for any reason the primarily liable Participating Company fails
to make timely payment of an amount due under the Plan, the Company shall be
secondarily liable for the amount due.

7.2  All  Benefits  Unfunded.   When  and as  paid, all  costs  of providing
benefits under  the Plan shall  be charged to  the operating expense  of the
Participating Company responsible for making payment.

7.3  No Right to Company Assets.   Neither an Executive nor any other person
shall  acquire by reason of  the 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 Plan.  A Participating Company's obligation to pay any amounts under the
Plan shall be unfunded as to the Executive, whose rights shall be those of a
general unsecured creditor.

SECTION 8.  ADMINISTRATION

8.1   Plan Sponsor.   The Company shall  be the sponsor of  the Plan as that
term is defined in ERISA.

8.2  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  Plan and  shall also  have such  other  powers as  may be
necessary in order to administer the Plan in his sole discretion, except for
those powers  granted or provided to be granted to  others by the Plan.  The
Plan  Administrator  shall  determine   conclusively  for  all  parties  all
questions  arising in  the  administration  of  the  Plan  and,  insofar  as
permitted  by applicable law, any  decision of the  Plan Administrator shall
not be subject to further review.


















                                      7








                                   <PAGE>


8.3  Procedure to Approve and  Deny Claims.   The Committee shall have  sole
discretion to determine the rights  of a Participant or surviving  spouse to
benefits under  the Plan, and to authorize disbursements under the Plan.  In
all questions  relating to age and  service for eligibility for  any benefit
under the  Plan, or  relating to  service and rates  of pay  for determining
benefits payable under the Plan, the decisions of the Committee,  based upon
this  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
claim for benefits under the 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 (a) the specific
reasons for the denial, 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.

8.4  Review Procedure.  The Board of Directors of the Company shall serve as
the final review committee, under  the Plan and ERISA, for the review of all
claims appealed  by Participants or  surviving spouses 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, a Participant or
surviving spouse  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 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 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 Board extends the
time  to  respond  by  notifying the  claimant  in  writing  of the  special
circumstances requiring an extension of time).

8.5  Further  ERISA Rights.  Any Participant or surviving spouse 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.

8.6  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 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 Plan.





                                      8








                                   <PAGE>


8.7  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 Plan and may employ  persons to
advise them with regard to any such responsibilities.

8.8  Administrative  Expenses.  Expenses of  administering the Plan shall be
apportioned among  the Participating  Companies, as  determined by  the Plan
Administrator.

SECTION 9.  AMENDMENT AND TERMINATION. 

9.1  Plan Amendment.  The Company may from time to time make any  changes in
the 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 and General
Counsel of the Company, shall be authorized to make minor  or administrative
changes to  the Plan, as  well as  changes dictated by  the requirements  of
federal or  state statues  applicable to the  Company or authorized  or made
desirable by such statues.   Such changes shall not affect the  right of any
Participant or surviving spouse, without his or  her consent, to any benefit
under the Plan  to which he or she may have  previously become entitled as a
result  of a disability, death  or termination of  employment which occurred
prior to the effective date of the change.

9.2  Plan Termination.    At any time, for  any reason, and with  or without
notice to Participants, the Company retains the right  to terminate the 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 Plan.
Neither  termination of the Plan  nor withdrawal by  a Participating Company
shall result in the cessation or reduction of benefits to any Participant or
surviving  spouse who  has  previously become  entitled to  receive benefits
under the  Plan.   A Participating Company's  withdrawal from  participation
shall  not  affect  its liability  to  continue  providing  benefits to  any
Participant  or  surviving spouse  who  has  previously become  entitled  to
receive benefits under the Plan.

SECTION 10.  DEFINITIONS

     "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.

     "Disability Benefit"  means the benefit provided pursuant  to Section 3
of this Plan.

     "Disability   Benefits   Plan"   means   the   Pacific  Telesis   Group
Comprehensive Disability Benefits Plan.

     "Employee"  means a  common law  employee of  the Company or  any other
Participating Company.



                                      9








                                   <PAGE>


     "ERISA"  means  the Employee  Retirement  Income Security  Act  of 1974
(ERISA), as it may be amended from time to time.
 
     "Executive"  means an Officer of any Participating Company or any other
Employee  who  has  been  designated  by  the  Committee   to  be  within  a
Participating Company's executive group for purposes of the Plan.

     "Executive  Pension Plan"  means  the Pacific  Telesis Group  Executive
Supplemental Pension Plan.

     "Final  Annual Pay"  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  annual  standard award  as
determined under the Pacific  Telesis Group Short Term Incentive Plan on the
last day he or she was on the active payroll.

     "Integrated Benefits" are  benefits that are used  in the determination
of the amount of the Disability Benefit, as set forth in Section 3.3.

     "Mid-Career Plan"  means the  Pacific Telesis Group  Mid-Career Pension
Plan.

     "Officer"  means an individual elected or appointed to, and serving in,
one or more of the following positions:

          (i)  A  position with the Company  described in the  bylaws of the
     Company  as that  of  an  officer,  other  than  an  assistant  officer
     position; or

          (ii) A  position with  Pacific  Bell described  in  the bylaws  of
     Pacific Bell  as that of  an officer,  other than an  assistant officer
     position; or

          (iii) 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.

     "Participant"  means an  Executive or  former Executive  who meets  the
eligibility requirements of Section 2 of the Plan.

     "Participating Companies"  mean the Company and  each other corporation
or partnership that both (a) participates in the Qualified Pension Plan; and
(b)  has  determined,  with  the  concurrence  of  the  Company's  Board  of
Directors, to participate in this Plan.






                                     10








                                   <PAGE>

     "Plan"  means  this  Pacific  Telesis Group  Executive  Disability  and
Survivor Protection Plan, formerly known as the Pacific Telesis Group Senior
Management Long Term Disability and Survivor Protection Plan.

     "Plan Administrator" means the Executive Vice President-Human Resources
of the Company, as set forth in Section 8.2 of the Plan.

     "Qualified  Pension Plan" means the  Pacific Telesis Group Pension Plan
for Salaried Employees.

     "Term  of Employment"  means  the  number  of  years  credited  to  the
Participant for  purposes of determining  eligibility for a  service pension
and  the  early  payment discount  under  the Qualified  Pension  Plan.   As
provided  under  the  Qualified  Pension  Plan,   a  Participant's  Term  of
Employment (a) includes all periods that the Participant was employed by the
Company,  other  companies  participating  in the  Qualified  Pension  Plan,
certain joint venture employers, and certain predecessor employers; (b) does
not  include service  before  a  break  in service  until  such  service  is
"bridged"  as provided in the  Qualified Pension Plan;  and (c) excludes any
period of employment which  was transferred from the Qualified  Pension Plan
to the PacTel Corporation  Employees Pension Plan effective before  April 1,
1994, and was included in the Participant's  service recognized by that plan
as of April 1,  1994 (the date as of  which occurred the total  and complete
separation of the ownership of PacTel Corporation from the Company).

































                                     11