AMERITECH CORPORATION
               LONG-TERM STOCK INCENTIVE PLAN
                              
 (As Amended and Restated Effective as of February 1, 1998)
                              
                    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
                    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.

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 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 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)  20,000,000;
     (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
     (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
20,000,000.  The maximum number of Shares that may be issued
in conjunction with awards granted pursuant to Section 4(d)
shall be 7,000,000.  The maximum number of Shares that may
be covered by awards granted to any one individual shall be
2,500,000 over any consecutive five-year period.

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

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.   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.

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.