AMERITECH MANAGEMENT COMMITTEE
                    SHORT TERM INCENTIVE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                                
                                
                 AMERITECH MANAGEMENT COMMITTEE
                    SHORT TERM INCENTIVE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                                
                        TABLE OF CONTENTS


SECTION                                      PAGE
  1      Purpose                              1

  2      Eligibility                          1

  3      Performance Periods                  1

  4      Administration                       1

  5      Performance Goals                    1

  6      Target Incentives and Payout Schedule1

  7      Incentive Payout Calculation         2

  8      Reduction of Calculated Payouts      2

   9      Payouts                             2

   10     Change in Control                   2

   11     Miscellaneous Provisions            4

   12     Adoption and Duration               4

                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                 AMERITECH MANAGEMENT COMMITTEE
                    SHORT TERM INCENTIVE PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                                
     1.   Purpose.  The purpose of the Ameritech Corporation
Management Committee Short Term Incentive Plan (the "Plan") is to
provide key executives of Ameritech Corporation (the "Company")
with incentive compensation based upon the achievement of
established annual performance goals.

     2.   Eligibility.  The individuals eligible to participate
in the Plan (the "Participants") are the Chief Executive Officer
of the Company and each other executive officer who is for all or
any part of a Performance Period (as hereinafter defined) a
member of the Management Committee of the Company.  If a
Participant is a member of the Management Committee for less than
a full Performance Period, his or her payout under the Plan for
such Performance Period shall be prorated based on the portion of
the Performance Period he or she served as a member of the
Management Committee.

     3.   Performance Periods.  Each performance period for
purposes of the Plan shall have a duration of one calendar year,
commencing January 1 and ending December 31.

     4.   Administration.  The Compensation Committee of the
Board of Directors of the Company (the "Committee") shall have
the full power and authority to administer and interpret the Plan
and to establish rules for its administration.  Such power and
authority shall include proration or adjustment of awards in the
case of retirement, termination, changes in base salary,
dismissal, death and other conditions as appropriate.

     5.   Performance Goals.  On or before the 90th day of each
Performance Period, the Committee shall establish in writing one
or more performance criteria for the Performance Period, the
weighting of the performance criteria if more than one.  The
performance criteria shall be quantifiable financial measures for
the Company as a whole and may include net income, earnings per
share, cash flow, revenues, or total shareowner return.  To the
extent net income is used alone or as a component of another
performance criteria, it shall mean net income as reported to
shareowners, but before losses resulting from discontinued
operations, extraordinary losses (in accordance with generally
accepted accounting principles, as currently in effect), the
cumulative effect of changes in accounting principles and other
unusual, non-recurring items of loss that are separately
identified and quantified in the Company's audited financial
statements.

     6.   Target Incentives and Payout Schedule.  On or before
the 90th day of each Performance Period, the Committee shall
establish in writing a target incentive award for each
Participant and a payout schedule specifying the percentages,
ranging from 0% to 150%, of the target awards to be paid for
varying levels of attainment of the financial performance
criteria established pursuant to Section 5.

     7.   Incentive Payout Calculation.  As soon as practicable
after release of the Company's financial results for the
Performance Period, the Committee will certify the Company's
attainment of the financial performance criteria established for
such Performance Period pursuant to Section 5 and will calculate
the possible payout of incentive awards for each Participant
under the payout schedule established pursuant to Section 6.

     8.   Reduction of Calculated Payouts.  The Committee shall
have the power and authority to reduce or eliminate for any
reason the payout calculated pursuant to Section 7 that would
otherwise be payable to a Participant based on the established
target award and payout schedule.

     9.   Payouts.  After calculation of incentive payouts
pursuant to Section 7 and any reduction or elimination thereof
pursuant to Section 8, the Committee shall certify the amount of
the payout to each Participant under the Plan for the Performance
Period.  In no event shall the payout under the Plan to any
Participant for any Performance Period exceed $4.5 million.
Payment of the incentive award determined in accordance with the
Plan for each Performance Period shall be made to a Participant
in cash.  Awards payable pursuant to the Plan may be deferred by
a Participant under the terms of the Ameritech Senior Management
Supplemental Savings and Deferral Plan in effect from time to
time, provided that awards under the Plan so deferred may not be
distributed to the Participant until the Participant's retirement
with a service pension under the Company's Management Pension
Plan or termination of employment.

     10.  Change in Control.  If a Change in Control (as defined
below) occurs, then each Participant who is actively employed by
the Company on the date of the Change in Control shall receive,
as soon as practicable following the earlier of his termination
of employment or the end of the calendar year in which such
Change in Control occurs, not less than 100% of the target award
established for the Participant pursuant to Section 6 for the
Performance Period in which the Change in Control occurs, subject
to upward adjustment based on the criteria established by the
Committee prior to the Change in Control.  For purposes of the
Plan, 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 as
follows:

     (i)  any "person" (as such terms 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 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
     
     (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 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 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.

     11.  Miscellaneous Provisions.

          (a)  The Board of Directors shall have the right
     to suspend or terminate this Plan at any time and may
     amend or modify the Plan with respect to future
     Performance Periods prior to the beginning of any
     Performance Period, provided that no such amendment or
     modification shall materially increase benefits payable
     to Participants under the Plan unless such amendment or
     modification shall have been approved by the
     shareowners of the Company.

          (b)  Nothing contained in the Plan or any
     agreement related hereto shall affect or be construed
     as affecting the terms of employment of any Participant
     except as specifically provided herein or therein.
     Nothing contained in the Plan or any agreement related
     hereto shall impose or be construed as imposing any
     obligation on (i) the Company to continue the
     employment of any Participant or (ii) any Participant
     to remain in the employ of the Company.

     12.  Adoption and Duration.  The Plan shall become effective
as of the first day of the year in which it is approved by the
shareowners of the Company and the Plan shall remain in effect
for a period of five (5) calendar years.