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                                FIRST AMENDMENT
                                       TO
                          AMERITECH SENIOR MANAGEMENT
                    RETIREMENT AND SURVIVOR PROTECTION TRUST
                    ----------------------------------------


     RESOLVED, that pursuant to the authority reserved to American Information
Technologies Corporation by the provisions of the Ameritech Senior Management
Retirement and Survivor Protection Trust (the "Trust"), the Trust is hereby
amended effective January 17, 1990 by substituting the following for paragraph
III-5:

     "III-5.  Change in Control.  For purposes of the Trust, 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
occurs as follows:

     (a)  any 'person' (as such term is used in Section 13(d) and 14(d)(2) of
          the Securities Exchange Act of 1934) 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 subparagraph (a) 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;

     (b)  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 subparagraph (b)
          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;

     (c)  during any period of 24 consecutive months there shall cease to be a
          majority of the Board of Directors comprised as follows: individuals
          who at the beginning 
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          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 Board of Directors or nomination for election by the
          Company's stockholders was approved by a vote of at least two-thirds
          (2/3) 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

     (d)  the stockholders of the Company approve a merger or consolidation of
          the Company with any other company other than:

           (i) 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 70% of the combined voting power of the Company's or such
               surviving entity's outstanding voting stock immediately after
               such merger or consolidation; or

          (ii) a merger or consolidation which would result in the directors of
               the Company who were directors immediately prior thereto
               continuing to constitute at least 50% of the directors of the
               surviving entity immediately after such merger or consolidation.

For purposes of subparagraph (d) 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 (A) 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 subparagraph (a) or subparagraph (d) above, or
(B) any director who was not a director at the beginning of the 24-consecutive-
month period preceding the date of such merger of 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 two-thirds (2/3) who were
directors before the beginning of such period.  The Secretary of the Company and
the Asset Management Committee shall each promptly notify the Trustee of the
occurrence of a Change in Control."

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