AMERITECH KEY MANAGEMENT
                       LIFE INSURANCE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                    AMERITECH KEY MANAGEMENT
                       LIFE INSURANCE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                        TABLE OF CONTENTS

SECTION                                                 PAGE

1    General                                               1
          History, Purpose and Effective Date              1
          Governing Documents                              1
          Plan Administration                              1
          Non-Alienation                                   1
          Source of Benefits                               2
          Plan Year                                        2
          Policy Year                                      2
          Notices                                          2
          Applicable Laws                                  2
          Gender and Number                                2

 2   Participation                                         2
          Participation                                    2
          Plan Not Contract of Employment                  3

3    Benefits                                              3
          Available Coverage                               3
          Automatic Increases in Policy Coverage           3
          Elected Increases and Decreases in Coverage      4
          Cost                                             4
          Cash Value                                       4
          Limitation on Benefits                           4

4    Split-Dollar and Collateral Assignment Agreements     4
          Introduction                                     4
          Insurance Policy                                 4
          Policy Ownership                                 5
          Payment of Premiums                              5
          Collateral Assignment Agreement                  7
          Limitations on Participant's Rights under Policy 7
          Collection and Payment of Death Benefit          8
          Termination of Split-Dollar Agreement            9
          Options on Termination of Split-Dollar Agreement10
          Change in Control                               11
                    AMERITECH KEY MANAGEMENT
                       LIFE INSURANCE PLAN
                                
                        TABLE OF CONTENTS

SECTION                                                 PAGE


5    Plan Administration                                  13
          Plan Administrator; Administration              13
          Determination of Benefits                       13

6    Miscellaneous                                        13
          Amendment and Termination                       13
          Validity                                        14
          Administrative Amendments                       14
                                
                    AMERITECH KEY MANAGEMENT
                       LIFE INSURANCE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                                
                            SECTION 1
                                
                             General

     1.1  History, Purpose and Effective Date.  Effective July 1,
1990 (the "Effective Date"), Ameritech Corporation, a Delaware
corporation (the "Company"), established the Ameritech Key
Management Life Insurance Plan (the "Plan"), as a substitute for
the Ameritech Senior Management Life Insurance Plan and for the
regular death benefits provided under the Ameritech Group Life
Insurance Plan for electing, eligible employees. The purpose of
the Plan is to enable corporate resource managers of the Company
and of any Subsidiary or Affiliate of the Company which adopts
the Plan (an "Employer") to purchase whole life insurance
coverage (a "Policy") from one or more insurance companies (the
"Insurer") designated by the Company, pursuant to a collateral
assignment, split-dollar arrangement with the Company.  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 Internal Revenue Code of 1986, as amended.  The following
provisions constitute an amendment, restatement, and continuation
of the Plan, effective as of February 1, 1998.

     1.2  Governing Documents.  In the event of any inconsistency
between the terms of the Plan as described herein and the terms
of any Policy purchased by a Participant (defined in subsection
2.1), or any related Split-Dollar Agreement or Collateral
Assignment Agreement (as described in Section 4) executed by a
Participant, the terms of such policy or agreement shall be
controlling as to that Participant, his assignee (if any), his
successor-in-interest (if any) and his beneficiary or
beneficiaries.

     1.3  Plan Administration.  The authority to control and
manage the day-to-day operation and administration of the Plan is
vested in the Company's Senior Vice President-Human Resources
(the "Plan Administrator") or such other officer of the Company
as its Board of Directors shall designate; provided, however,
that any action required or permitted to be taken by the Plan
Administrator may be taken by the Compensation Committee of the
Company's Board of Directors (the "Committee").

     1.4  Non-Alienation.  Except to the extent provided under
subsection 4.5 and under the terms of a Policy and the related
Split-Dollar and Collateral Assignment Agreements, no
Participant's benefits under the Plan may be voluntarily or
involuntarily assigned or alienated.
     1.5  Source of Benefits.  Any benefit payable to or on
account of a Participant under this Plan shall be paid by the
Insurer.

     1.6  Plan Year.  The "Plan Year" shall be July 1, 1990 to
December 31, 1990 and each calendar year thereafter.

     1.7  Policy Year.  The "Policy Year" shall mean the 12-
consecutive month period designated as such in a Policy. For
Policies issued during the initial enrollment period coinciding
with the Effective Date, the Policy Year shall be July 1, 1990 to
June 30, 1991 and each subsequent 12-consecutive month period
beginning on July 1.

     1.8  Notices.  Any notice or document required to be given
to or filed with the Plan Administrator shall be considered to be
given or filed if delivered to the Administrator of the Plan or
mailed by registered mail, postage prepaid to the Administrator,
in care of the Company, at 30 South Wacker Drive, Chicago,
Illinois 60606.

     1.9  Applicable Laws.  The Plan shall be construed and
administered in accordance with the internal laws of the State of
Illinois, except to the extent preempted by Federal law.

     1.10 Gender and Number.  Where the context admits, words in
any gender shall include any other gender, words in the singular
shall include the plural and the plural shall include the
singular.

                            SECTION 2

                          Participation
                                
     2.1  Participation. The following individuals shall be
eligible to become Participants in the Plan:
       
       (a)  Any member of the Company's Management Committee;
            and
       
       (b)  Any full time management employee on the active roll
            of the Company or any Employer (i) who has attained
            any of salary grades CR 1 through CR 9; (ii) who has
            attained any of Investment Management salary grades
            IM10 through IM12; or (iii) who is an attorney in
            any of salary grades IV through VI.
       
          Each eligible individual described in subparagraph (a)
          or (b) above shall become a Participant in the Plan as
          of the date on or after the Effective Date on which he
          purchases a Policy pursuant to the terms of this Plan
          and executes a related "Split-Dollar Agreement" and
          "Collateral Assignment Agreement" as set forth in
          Section 4 hereof.  Notwithstanding the foregoing
          provisions of this subsection 2.1, an individual who
          would only qualify as a Participant because of a
          temporary assignment to a position described in
          subparagraph (a) or (b) above shall not be eligible to
          participate in this Plan, unless the Plan
          Administrator, in his sole discretion, determines that
          participation in this Plan should be extended to such
          individual as part of the benefit package offered to
          him during his temporary assignment.  The term
          Participant shall also include individuals who would
          have been described in subparagraph (a) or (b) of this
          subsection 2.1 had they not retired from the Company
          between March 1, 1990 and the Effective Date. Any
          Participant who elects to participate in this Plan by
          purchasing a Policy shall be deemed by such election to
          have waived any rights such employee or his beneficiary
          may have had to benefits under the Ameritech Senior
          Management Life Insurance Plan and to regular death
          benefits under the Ameritech Group Life Insurance Plan.

     2.2  Plan Not Contract of Employment.   The Plan does not
constitute a contract of employment, and nothing in the Plan will
give any employee or Participant the right to be retained in the
employ of the Company or an Employer, nor the right to any
incentive award, nor any right or claim to any benefit under the
Plan, except to the extent specifically provided under the terms
of the Plan.

                            SECTION 3

                            Benefits

     3.1  Available Coverage.   Subject to satisfying any
insurability requirements of the Insurer, each Participant may
purchase a Policy providing whole life insurance coverage that
will pay a death benefit equal to a multiple of, but not to
exceed five times, the sum of the Participant's then applicable
market rate and target bonus award, rounded to the next higher
$1,000, prior to adjustment under the terms of the Split-Dollar
Agreement and Collateral Assignment Agreement executed by such
Participant in accordance with section 4.
     
     3.2  Automatic Increases in Policy Coverage.  The total
amount described in subsection 3.1 payable as a death benefit
(based upon the Participant's market rate and target bonus award
at the time he purchases the Policy) under a Policy shall be
indexed at the rate of
 a) seven percent (7%) for each Policy Year (following the
initial Policy Year) that begins while he remains employed by the
Company or an Employer, and rounded to the next higher $1,000,
for any Participant who has a Policy Effective Date of July 1,
1996 or earlier, and b) at a rate to be established  from time to
time by the Plan Administrator for each Policy Year (following
the initial Policy Year) that begins while he remains employed by
the Company or an Employer, and rounded to the next higher
$1,000, for any Participant who has a Policy Effective Date of
January 1, 1997 or later;  provided, that i) the rate established
by the Plan Administrator shall be no less than five percent (5%)
and no greater than seven percent (7%), and ii) the rate
established for any Policy purchased by the Plan Administrator
with a Policy Effective Date of January 1, 1997 or later shall be
subject to Committee approval.

     3.3  Elected Increases and Decreases in Coverage.  In
accordance with the terms of the Plan, and subject to satisfying
any insurability requirements of the Insurer, the Participant,
prior to his termination of employment with the Company and the
Employers, may elect to increase or decrease the amount payable
as a death benefit (within the limits set forth in subsection
3.1) in such form and at such time as the Company and the Insurer
may require.

     3.4  Cost.  The cost of providing the life insurance
coverage under any Policy purchased by a Participant shall be
shared between the Participant (or owner other than the
Participant, if applicable) and the Company in accordance with
the terms of such policy and the related Split-Dollar Agreement
and Collateral Assignment Agreement executed by the Participant,
as described in subsection 4.4.

     3.5  Cash Value.  Each Policy purchased by a Participant
shall be designed to have a cash value. In accordance with the
specific terms of the Policy purchased by a Participant and
subject to the related Split-Dollar Agreement and Collateral
Assignment Agreement executed by that Participant, the
Participant may be entitled to withdraw his interest in such cash
value, surrender it for a lump sum cash payment or convert it to
an annuity, with a corresponding reduction in the death benefit
payable under the Policy.

     3.6  Limitation on Benefits. The amount of benefits payable
to or on account of a Participant pursuant to this Plan shall not
exceed the total amount of death proceeds and other benefits
payable by the Insurer under any Policy purchased by the
Participant, reduced by the amount of such death proceeds to
which the Company is entitled pursuant to the Split-Dollar
Agreement and Collateral Assignment Agreement executed by the
Participant.


                            SECTION 4
                                
        Split-Dollar and Collateral Assignment Agreements

     4.1  Introduction.  The Split-Dollar Agreement and
Collateral Assignment Agreement executed by the Participant in
conjunction with his purchase of a Policy shall establish the
rights of the Company to the proceeds of any such Policy acquired
by the Participant.  The terms of the particular Split-Dollar
Agreement and Collateral Assignment Agreement executed by a
Participant shall apply solely to that Participant.

     4.2  Insurance Policy.  The Policy shall be purchased by the
Participant. The Company shall take all reasonable steps
necessary to enable the Insurer to issue the Policy, and to
comply with any reasonable request to take any further action
which may be necessary to cause the Policy to conform to the
provisions of this Plan.  The Participant's rights under any
Policy purchased by such Participant shall be subject to the
terms and conditions of the related Split-Dollar Agreement and
Collateral Assignment Agreement executed by the Participant.

     4.3  Policy Ownership.  Unless the Participant assigns the
ownership of the Policy to another person in accordance with the
terms thereof and of the related Split-Dollar and Collateral
Assignment Agreements, the Participant shall be the sole and
absolute owner of any Policy purchased by him, and may exercise
all ownership rights granted to the owner thereof by the terms of
the Policy, except as may otherwise be provided in the related
Split-Dollar and Collateral Assignment Agreements executed by the
Participant.

     4.4  Payment of Premiums.  While the Split-Dollar Agreement
remains in effect:

     (a)  Except as otherwise provided in the Split-Dollar
          Agreement, the premium to be paid to the Insurer for
          the Policy in each Policy Year ("Total Policy Year
          Premium") shall be set forth in an exhibit ("Exhibit")
          attached to the Split-Dollar Agreement.
     
     (b)  Except as otherwise provided in the Split-Dollar
          Agreement, on or before the date of such Split-Dollar
          Agreement as to the first Policy Year and on or before
          the first day of each next succeeding Policy Year, or
          within the grace period provided in the Policy, the
          Company shall pay to the Insurer the Total Policy Year
          Premium set forth in the Exhibit for that Policy Year.
          However, for purposes of determining the amount due the
          Company as a result of its payments toward the premiums
          on the Policy, in each Policy Year the Company shall be
          deemed to have paid only that portion of the premium
          (the "Company's Policy Year Net Premium Payment") for
          which it has not received payment from the Participant
          as the Participant's contribution to the premium as
          provided for in paragraph (c) next below.
     
     (c)  Except as otherwise provided herein, as to each Plan
          Year, a certain amount of contribution to the premium
          shall be due from the Participant (the "Participant's
          Plan Year Contribution to Premium") for such Plan Year,
          provided, however, that if the ownership of the Policy
          has been assigned to another person pursuant to the
          terms of such Policy and of the related Split-Dollar
          and Collateral Assignment Agreements such assignee
          shall be responsible for meeting the premium
          obligations set forth herein instead of the
          Participant. This amount shall be based upon the annual
          cost of the current life insurance coverage provided to
          the Participant for such Plan Year and shall be equal
          to the "Economic Benefit" of such current life
          insurance coverage for Federal income tax purposes, as
          provided in Revenue Ruling 64-328 (or the corresponding
          applicable provisions of any future Revenue Ruling) or
          as otherwise provided for Federal income tax purposes.
          The Participant shall be required to pay the
          Participant's Plan Year Contribution to Premium to the
          Company for each such Plan Year, subject to any
          assignment of the Policy in accordance with the terms
          thereof and of the related Split-Dollar and Collateral
          Assignment Agreements. So long as the Participant's
          employment with the Company continues and unless the
          Company and the Participant agree otherwise, the
          Company shall deduct the Participant's Plan Year
          Contribution to Premium from the Participant's normal
          salary payments on a level basis during the Plan Year,
          except as to the first Plan Year, during which the
          Participant's Plan Year Contribution to Premium shall
          be deducted on a level basis beginning as of the date
          of enrollment, and except as to the last Plan Year,
          during which the Participant's Plan Year Contribution
          to Premium shall be deducted on a level basis ending as
          of the date of the termination of the Split-Dollar
          Agreement.  Upon the termination of the Participant's
          employment with the Company or an Employer in any Plan
          Year and continuing until the termination of the Split-
          Dollar Agreement, the Participant shall be required to
          pay the balance of the Participant's Plan Year
          Contribution to Premium for such Plan Year (which has
          not theretofore been deducted from the Participant's
          salary) generally within ninety (90) days of such
          termination of the Participant's employment with the
          Company, and the Participant shall be required to pay
          the Participant's Plan Year Contribution to Premium for
          each succeeding Plan Year generally within ninety (90)
          days of the premium payment date for the Policy for
          each such Plan Year. In all events, the Participant
          shall pay the Participant's Plan Year Contribution to
          Premium prior to the end of each such Plan Year.  For
          the Plan Year in which the Participant dies, the
          Participant's employment with the Company or an
          Employer is terminated, or the Split-Dollar Agreement
          is otherwise terminated, an appropriate adjustment
          shall be made to the Participant's Plan Year
          Contribution to Premium for such Plan Year to reflect
          such event.

     (d)  If the Participant's employment with the Company or an
          Employer terminates before the Participant attains age
          sixty-five (65) but the Split-Dollar Agreement remains
          in effect (hereinafter referred to as "Early
          Retirement"), then in the Policy Year in which the
          Participant's employment with the Company or Employer
          terminates and in each Policy Year thereafter until the
          termination of the Split-Dollar Agreement, the Company
          shall pay to the Insurer (in lieu of the amount set
          forth in the Exhibit to the Agreement) only such
          amount, if any, as shall be necessary to ensure
          Adequate Policy Funding (as defined below), or shall
          receive from the Insurer, out of partial surrenders of
          Policy additions (or otherwise), any Policy cash values
          in excess of that level of Policy cash value necessary
          to ensure Adequate Policy Funding, but in no event
          shall the Company receive more than the then cumulative
          total amount of the Company's Policy Year Net Premium
          Payment amounts. "Adequate Policy Funding" shall mean
          that level of Policy cash value on termination of the
          Split-Dollar Agreement, assuming such termination
          occurs under paragraph 4.8(a)(v) hereof, which would be
          sufficient to fund the reduced level of death benefit
          provided hereunder in the event of such Participant's
          Early Retirement (the "Participant's Death Benefit Upon
          Termination", as hereinafter defined), after recovery
          of the Company's Cumulative Net Premium Payment at
          Termination (as defined in paragraph 4.9(a)), based on
          the original policy configuration assumptions and the
          fact of such Participant's Early Retirement.  For
          purposes of this paragraph (d), the Company may rely
          conclusively upon, and shall be held harmless in
          relying upon, the determination of the Insurer as to
          any such further premium obligation or any recovery of
          such excess Policy cash values.

     4.5  Collateral Assignment Agreement. To secure the payment
to the Company of the amount due it hereunder as a result of its
payments toward the premiums on the Policy, the Participant shall
contemporaneously with its purchase and the execution of the
Split-Dollar Agreement assign the Policy in favor of the Company
as collateral pursuant to a written agreement, which collateral
assignment shall specifically provide that the sole right of the
Company thereunder is to be paid the amount due it under the
Split-Dollar Agreement as a result of its payments toward the
premiums on the Policy. Such payment shall be made from the cash
value of the Policy (as defined therein) if the Split-Dollar
Agreement is terminated or if the Participant surrenders or
cancels the Policy while the related Split-Dollar Agreement
remains in effect, or from the death benefit provided under the
Policy, if the Participant dies while the Policy and the related
Split-Dollar Agreement remain in effect. Except as provided in
paragraph 4.4(d), in no event shall the Company have any right to
borrow against or withdraw amounts from the Policy, to surrender
or cancel the Policy, or take any other action which would impair
or defeat the rights of the Participant as the owner of the
Policy. The collateral assignment of the Policy to the Company
shall not be terminated, altered or amended by the Participant
while the Split-Dollar Agreement is in effect. The Participant
and the Company shall take all action necessary to cause such
collateral assignment to conform to the provisions of the Split-
Dollar Agreement.

     4.6  Limitations on Participant's Rights under Policy.
Unless he has assigned the ownership of the Policy pursuant to
the terms of such Policy and of the related Split-Dollar and
Collateral Assignment Agreements, as the sole and absolute owner
of the Policy the Participant may exercise all of the rights,
options, privileges and other incidents of ownership granted to
the owner thereof by the terms of the Policy (including, without
limitation, the unlimited ability to borrow against or withdraw
amounts from the cash value of the Policy and to surrender or
cancel the Policy).  Notwithstanding the foregoing, so long as
the Split-Dollar Agreement remains in effect: (a) the Participant
shall not take any action with respect to the Policy which would
have a direct or indirect adverse effect on the Company's
interests under the Split-Dollar Agreement in the Policy without
the Company's prior written consent; and (b) except with respect
to the Participant's right to change the beneficiaries of the
Participant's Death Benefit, as defined in subparagraph (iii) of
paragraph 4.7(b), and to assign the Participant's interests in
the Policy and under the related Split-Dollar Agreement as may be
provided therein, the Participant shall not take any other action
with respect to the Policy (regardless of whether it would
directly or indirectly adversely affect the Company's interests
under the Split-Dollar Agreement in the Policy) without the
Company's prior written consent. For purposes of this subsection
4.6, the Participant may borrow against or withdraw from the cash
value of the Policy any amounts which may be required to be paid
to the Company and which are due the Company under paragraph
4.4(c), so long as the amount of any such loan or withdrawal is
chargeable solely against the Participant's Death Benefit and
that portion of the cash value of the Policy which is in excess
of the cash value of the Policy due the Company under the related
Split-Dollar Agreement as a result of its payments toward the
premiums on the Policy pursuant to the Collateral Assignment
Agreement.

     4.7  Collection and Payment of Death Benefit.

     (a)  Upon the death of the Participant while the Split-
          Dollar Agreement remains in effect, the Company and the
          Participant's beneficiary shall promptly take all
          action necessary to obtain the death benefit provided
          under the Policy and payable as a result of the
          maturity of the Policy (the "Death Benefit").
     
     (b)  The Death Benefit shall be paid as follows:

          (i)  The Company shall first be paid from the Death
          Benefit any unpaid amount of the Participant's Plan
          Year Contribution to Premium owed to it by the
          Participant under paragraph 4.4(c).

          (ii) The Company shall next be paid from the Death
          Benefit the total net amount of the payments made by it
          toward the premiums of the Policy. Such amount shall be
          the sum of the Company's Policy Year Net Premium
          Payment amounts under paragraph 4.4(b) (the "Company's
          Cumulative Net Premium Payment"), less any amounts
          received by the Company pursuant to paragraph 4.4(d).

          (iii)     The Participant's beneficiary under a Policy
          shall next be paid, in the manner and in the amount or
          amounts provided in the beneficiary designation
          provision of the Policy, from the Death Benefit an
          amount equal to the Participant's Death Benefit. For
          purposes of this subparagraph (iii), the "Participant's
          Death Benefit" shall be an amount equal to the least of
          (A) the maximum death benefit set forth in the Exhibit
          to the Agreement (the "Participant's Maximum Death
          Benefit") for the Policy Year in which the Participant
          shall have died, (B) the Participant's Death Benefit
          Upon Termination, or (C) that portion of the Death
          Benefit remaining after the payments provided for in
          subparagraphs (i) and (ii) of this subparagraph 4.7(b),
          and then reduced by any loan chargeable against the
          Participant's Death Benefit. For purposes of this
          subparagraph (iii), the "Participant's Death Benefit
          Upon Termination" shall be the amount set forth in the
          Exhibit for the Policy Year in which the Participant's
          employment with the Company terminates.

          (iv) The Company shall receive the balance, if any, of
          the Death Benefit remaining after the payments provided
          for in subparagraphs (i), (ii) and (iii) of this
          paragraph 4.7(b).

     (c)  The beneficiary designation provision of the Policy
          shall conform to the provisions hereof.

     4.8  Termination of Split-Dollar Agreement.

     (a)  The Split-Dollar Agreement shall terminate, without
          notice, on the first day of the month following the
          month during which the first of the following events
          occurs:

          (i)  the Participant (or the assignee of his Policy)
          fails to make any premium payment required under
          paragraph 4.4(c) for any Plan Year by the end of such
          Plan Year or the Participant (or assignee) notifies the
          Company that the Participant (or assignee) intends to
          surrender or cancel the Policy;

          (ii) the Participant's employment with the Company or
          an Employer terminates before the date upon which the
          Participant becomes retirement eligible, as defined in
          paragraph (c) below;

          (iii)     the Participant is demoted by the Company or
          an Employer to a position below that of a management
          employee described in subparagraphs 2.1(a) and (b),
          even if the demotion occurs on or after the date upon
          which the Participant becomes retirement eligible;

          (iv) the Participant establishes a relationship with a
          competitor of the Company or an Employer or engages in
          any activity which is in conflict with or adverse to
          the interests of the Company or an Employer, as
          determined by the Committee in its sole discretion,
          whether before or after the Participant's employment
          with the Company or an Employer has terminated and
          whether before, on or after the date upon which the
          Participant becomes retirement eligible; or

          (v)  the later of:

          (A)  the date the Participant's employment with the
               Company or an Employer terminates on or after the
               date upon which the Participant becomes retirement
               eligible, or
          
          (B)  the date immediately before the date fifteen (15)
               years after the policy date of the Policy (as
               defined therein) (ten (10) years in the case of a
               Senior Management Employee, as defined in the Plan
               on the Effective Date, with respect to a Policy
               purchased during the 60-day period following the
               Effective Date).

     For purposes of subparagraph (B) above, all years during
     which any Policy is in effect with respect to a Participant,
     whether or not consecutive, shall be aggregated.

     (b)  In addition, the Participant may terminate the Split-
          Dollar Agreement at any time by written notice to the
          Company.
     
     (c)  For purposes of the Plan, the Participant shall be
          deemed to be "retirement eligible" as of the date upon
          which (i) the Participant's combined age plus years of
          service totals 75 or more, or (ii) the Participant is
          eligible to receive a minimum retirement benefit or
          disability pension allowance under the Ameritech
          Corporate Resource Supplemental Pension Plan or (iii)
          the Participant has been disabled for more than fifty-
          two (52) weeks and had at least six (6) months credited
          service, as long as the Participant continues to be
          disabled, in each case as defined in the Ameritech
          Corporate Resource Long Term Disability Plan or the
          Ameritech Long Term Disability Plan for Salaried
          Employees. Anything contained in this Plan to the
          contrary notwithstanding, the Participant's employment
          with the Company or an Employer shall be deemed to
          continue for as long as the Participant is eligible to
          receive sickness and accident disability benefits under
          the Ameritech Sickness and Accident Disability Benefit
          Plan.  For purposes of this paragraph (c), each of the
          Company's plans identified above shall also include any
          successor plan.

     4.9  Options on Termination of Split-Dollar Agreement.

     (a)  Upon termination of a Split-Dollar Agreement, the
          Company shall be entitled to receive from the cash
          value of the related Policy an amount equal to the sum
          of (i) the Company's Cumulative Net Premium Payment
          plus (ii) the amount owed to it by the Participant
          under paragraph 4.4(c), if any. Such amount is
          hereinafter referred to as the "Company's Cumulative
          Net Premium Payment at Termination".
     
     (b)  For thirty (30) days after the date of the termination
          of the Split-Dollar Agreement, the Participant shall
          have the option of obtaining the release of the
          collateral assignment of the Policy to the Company
          .  To obtain such release, the Participant shall pay to
          the Company an amount equal to the Company's Cumulative
          Net Premium Payment at Termination, and,
          notwithstanding any other provision hereof, the
          Participant shall specifically be allowed to borrow
          against or withdraw from the cash value of the Policy
          for this purpose. Upon receipt of such amount, the
          Company shall release the collateral assignment of the
          Policy by the execution and delivery of an appropriate
          instrument of release.
     
     (c)  If the Participant fails to exercise such option within such
          thirty (30) day period, then, at the request of the Company, the
          Participant shall execute any document or documents required by
          the Insurer to transfer the interest of the Participant in the
          Policy to the Company. Alternatively, the Company may enforce its
          right to be paid an amount equal to the Company's Cumulative Net
          Premium Payment at Termination under the collateral assignment of
          the Policy. Thereafter, neither the Participant, nor the
          Participant's heirs, assigns or beneficiaries shall have any
          further interest in and to the Policy, either under the terms
          thereof or under this Plan. However, in no event shall the
          Participant be liable to the Company in the event the cash value
          of a Policy at the time of the termination of the related Split-
          Dollar Agreement is insufficient to pay the Company an amount
          equal to the Company's Cumulative Net Premium Payment at
          Termination.
     
     (d)  Anything contained in this Plan to the contrary
          notwithstanding, if the Split-Dollar Agreement
          terminates (other than as a result of the death of the
          Participant) for any reason other than pursuant to
          subparagraph 4.8(a)(v) of this Plan, the Company shall
          also be entitled to recover, in addition to the
          Company's Cumulative Net Premium Payment at
          Termination, an amount sufficient to pay all federal,
          state and local income taxes, if any, imposed upon the
          Company as a result of such early termination and
          attributable to the Policy so that the Company will
          receive the Company's Cumulative Net Premium Payment at
          Termination on an after-tax basis. The amount, if any,
          payable to the Company pursuant to this paragraph
          4.9(d) shall be determined by the Company's independent
          certified public accountant which is responsible for
          preparing the income tax returns for the Company for
          such Plan Year.

     4.10 Change in Control.   Notwithstanding any other
provisions of the Plan, if a Change in Control (as defined below)
occurs, and if a Participant is retirement eligible, he shall
receive the present value of the Company's portion of the life
insurance premiums for the remainder of the minimum term of the
Split Dollar agreement.  Notwithstanding any other provisions of
the Plan, if a Change in Control (as defined below) occurs, and
if a Participant is non-retirement eligible, he shall receive the
present value of two years life insurance premiums.   For
purposes of the Plan, as applied to any Participant, 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) other
          than:

          (i)   a trustee or other fiduciary holding securities
            under an employee benefit plan of the Company; or
          
          (ii)  the Participant or any 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 (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
          paragraph (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 twelve 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

     (d)  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:

          (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
            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

          (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 a majority of the directors of the
            surviving entity immediately after such merger or
            consolidation.

     For purposes of paragraph (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 paragraph (a) or paragraph (d) above, or (B)
     any director who was not a director at the beginning of the
     twelve-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.


                            SECTION 5
                                
                       Plan Administration

     5.1  Plan Administrator; Administration.  The Senior Vice
President-Human Resources of the Company or such other officer of
the Company as its Board of Directors shall designate shall be
the Plan Administrator under this Plan.  Except as otherwise
specifically provided herein, the Plan Administrator shall have
discretionary authority to control and manage the operation and
administration of this Plan.  The Plan Administrator shall also
have the power to establish, adopt, or revise such rules and
regulations as the Plan Administrator may deem advisable for the
administration of this Plan.  The interpretation and construction
of this Plan by the Plan Administrator (or the Committee with
respect to subparagraph 4.8(a)(iv)) and any action taken
thereunder, shall be binding and conclusive upon all persons.
The Plan Administrator shall not, in any event, be liable to any
person for any action taken or omitted to be taken in connection
with the interpretation, construction or administration of the
Plan, so long as such action or omission to act is made in good
faith. The Plan Administrator shall be eligible to participate in
this Plan but shall not vote or act upon any matter that relates
solely to his interest in this Plan as a Participant.

     5.2  Determination of Benefits.  Except as otherwise
specifically provided herein, the Plan Administrator shall make
all determinations concerning rights to benefits under this Plan.
Any decision by the Plan Administrator denying a claim by a
Participant or his beneficiary for benefits under this Plan shall
be stated in writing and delivered or mailed to the Participant
or such beneficiary.  Such decision shall set forth the specific
reasons for the denial, written to the best of the Plan
Administrator's ability in a manner that may be understood
without legal or actuarial counsel.  In addition, the Plan
Administrator shall afford a reasonable opportunity to the
Participant or such beneficiary for a full and fair review of the
decision denying such claim.


                            SECTION 6
                                
                          Miscellaneous

     6.1       Amendment and Termination.  This Plan may be amended or
terminated by the Company or its successor, in its discretion, at
any time and without the consent or approval of any other person.
     
     
     6.2       Validity.  In the event any provision of this Plan is
held invalid, void, or unenforceable, the same shall not affect,
in any respect whatsoever, the validity of any other provision of
this Plan.
     
     6.3        Administrative Amendments.  The Company's Senior Vice
President - Human Resources, or such other officer of the Company
as may from time to time be primarily responsible for human
resources matters, may, with the concurrence of the Company's
Executive Vice President and General Counsel, make minor or
administrative amendments to the Plan.