<PAGE>







 
                         AMERITECH CORPORATE RESOURCE
                               TRANSFER PROGRAM
                               ----------------
          (As Amended and Restated Effective as of December 1, 1995)






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                         AMERITECH CORPORATE RESOURCE
                               TRANSFER PROGRAM
                               ----------------

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                               TABLE OF CONTENTS
                               -----------------
 
SECTION                                                              PAGE
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<S>              <C>                                                 <C>
 
  1              Definitions                                            1
 
  2              Residence Relocation Differential                      1
 
  3              Home Purchase Differential                             3
 
  4              General Provisions                                     4

  Appendix I
</TABLE> 
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                         AMERITECH CORPORATE RESOURCE
                               TRANSFER PROGRAM
                               ----------------

          (As Amended and Restated Effective as of December 1, 1995)


Section 1.  Definitions
            -----------

        1.  The word "Program" shall mean the Ameritech Corporate Resource
            Transfer Program.

        2.  The word "Company" shall mean Ameritech Corporation, or its
            successors.

        3.  The word "Employer" shall mean the Company and each Subsidiary or
            Affiliate of the Company which, with the consent of the Company,
            adopts the Program. The word "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 word "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.

        4.  The term "eligible employee" shall mean a management employee on the
            active roll of the Company who (a) is a member of the Company's
            Management Committee or (b) has attained any of salary grades CR 5
            through 9.


Section 2.  Residence Relocation Differential
            ---------------------------------

        1.  An eligible employee shall be entitled to receive a
            Residence Relocation Differential if:

            (a)  the employee's primary work location within an Employer has
                 been changed at the direction of the Employer or the employee's
                 primary work location has changed because of a transfer to one
                 Employer from another Employer.

            (b)  the employee is eligible for reimbursement for moving expenses
                 under the Ameritech Relocation Plan for Management Employees,
                 as applied at the new work location (unless a waiver of this
                 condition because of unusual circumstances is approved by the
                 employee's supervisor and the Company's Senior Vice President -
                 Human Resources), and

            (c)  the employee moves to a new residence, within a 12-month period
                 of the employee's transfer to the new work location.
<PAGE>
 

        For the purpose of Paragraph l(c), an employee is considered to move 
        to a new residence on the date of the closing in the case of a 
        residence which is purchased, or in the case of a residence which is
        rented, on the earliest date in the rental period for which no
        reimbursement with respect to rent is made from an Employer to the
        employee. Also, in the case of rented premises, the suitability of 
        such premises for use as a residence must be approved by the Company's
        Senior Vice President - Human Resources.

        2.  (a)  Except as provided in Paragraph 2(c) and (d) of this Section 2,
                 a Residence Relocation Differential shall be paid with respect
                 to the 36-month period which begins with the first day of the
                 month which contains the effective date of the employee's
                 transfer to the new work location. The Residence Relocation
                 Differential with respect to the first 12 months of the 36-
                 month period shall equal 10% of the employee's base salary on
                 the effective date of transfer to the new work location, or 8%
                 of the employee's position rate on such effective date of
                 transfer, whichever is higher. The Residence Relocation
                 Differential with respect to the next 12-month period shall
                 equal 80% of the Residence Relocation Differential during the
                 first 12-month period. The Residence Relocation Differential
                 with respect to the final 12-month period shall equal 60% of
                 the Residence Relocation Differential during the first 12-month
                 period.

            (b)  The amount of Residence Relocation Differential payable with
                 respect to each 12-month period shall be paid to an employee in
                 equal monthly installments except that the amount payable with
                 respect to any month preceding the month in which the employee
                 moves to a new residence shall be accumulated and paid to such
                 employee only after he has moved to a new residence. The
                 Company's Senior Vice President - Human Resources shall have
                 the authority to approve payment of any accumulated amounts in
                 a lump sum or in a series of equal monthly installments not
                 exceeding 12.

            (c)  If an employee becomes an eligible employee after the employee
                 has transferred to a new work location, the payment of a
                 Residence Relocation Differential shall not be made with
                 respect to any month (in the 36-month period referred to in
                 Paragraph 2(a)) prior to the month in which the employee
                 becomes an eligible employee. Furthermore, the Residence
                 Relocation Differential for any such employee may be determined
                 by substituting the words "the date the employee became an
                 eligible employee" for "the effective date of transfer to the
                 new work location" and for "such effective date of transfer" in
                 the second sentence of Paragraph 2(a) of this Section 2.

                                       2
<PAGE>
 

            (d)  The payment of a Residence Relocation Differential with respect
                 to an employee's transfer to a new work location shall not be
                 made with respect to any month after the month in which:

                      (i)  the employee, who has rented a residence near the new
                           work location, ceases to occupy such residence and
                           returns to his former residence, or

                     (ii)  the employee becomes entitled to a Residence
                           Relocation Differential with respect to a subsequent
                           change to another new work location, or

                    (iii)  the employee retires, dies or terminates employment
                           with the Employers, or

                     (iv)  the employee commences a leave of absence, or

                      (v)  the employee ceases to be an eligible employee, and
                           it shall be the responsibility of the employee to
                           repay the Residence Relocation Differential paid in
                           error with respect to any such month.

            Notwithstanding the provisions of this Paragraph 2(d)(iv) or (v),
            the Company's Senior Vice President - Human Resources shall have the
            authority to approve the continuation of payment of all or part of
            the Residence Relocation Differential with respect to an employee,
            or to approve the payment in a lump sum of all or part of the
            Residence Relocation Differential which would otherwise be payable
            on a monthly basis.

            (e)  If an eligible employee transfers from one Employer to another
                 Employer without changing his primary work location while such
                 employee is receiving a Residence Relocation Differential under
                 the Program, then the Employer to which such employee transfers
                 shall continue to pay to such employee the amount of Residence
                 Relocation Differential for the remainder of the 36-month
                 period which would have been payable under the Program had the
                 employee not transferred to such Employer.


Section 3.  Home Purchase Differential
            --------------------------

        1.  Effective as of January 1, 1987, an eligible employee shall be
            entitled to receive a Home Purchase Differential if:

                                       3
<PAGE>
 
            (a)  the employee's primary work location has been changed at the
                 direction of an Employer or the employee's primary work
                 location has changed because of a transfer to one Employer from
                 another Employer,

            (b)  the employee purchases a residence within twelve months from
                 the date of transfer, and

            (c)  the new work location is in one of the Company's regional
                 headquarters cities.

        2.  The amount of an eligible employee's Home Purchase Differential
            shall be determined in accordance with Appendix I, attached hereto,
            as it may be amended from time to time. An eligible employee's Home
            Purchase Differential shall be paid in a lump sum as soon as
            practicable following his purchase of a residence in the new
            location. An employee is considered to have purchased a new
            residence on the date of the closing for such residence.

        3.  The Employer shall pay the Federal, state and local income taxes
            associated with the Home Purchase Differential. This payment shall
            be made at the same time the Home Purchase Differential is made and
            shall be calculated at the maximum tax rate, as of the closing date
            for the residence.


Section 4.  General Provisions
            ------------------

        1.  The Residence Relocation Differential component of the Program
            became effective on January 1, 1984 and the Home Purchase
            Differential component of the Program became effective as of January
            1, 1987.

        2.  The Company's Senior Vice President - Human Resources shall have the
            exclusive right and discretion to administer and interpret the
            Program and the entitlement to benefits under the Program. Any
            decision made by the Senior Vice President - Human Resources on any
            matter within the Senior Vice President - Human Resources'
            discretion is conclusive, final and binding on all persons.

            The Company's Senior Vice President - Human Resources shall grant or
            deny claims for benefits under the Plan and authorize disbursements.
            Adequate notice, pursuant to applicable law and prescribed Company
            practices, shall be provided in writing to any employee whose claim
            has been denied, setting forth the specific reasons for such denial.
            The review and appeal procedures for an employee whose claim has
            been denied shall be the responsibility of the Human Resources
            Committee of the Company's Board of Directors.

                                       4
<PAGE>
 
        3.  The Company's Senior Vice President - Human Resources or his
            delegate shall approve payments under the Program to eligible
            employees.

        4.  The rights of an employee to benefits under the Program shall not be
            subject to assignment or alienation.

        5.  Benefits under the Program shall be excluded in determining benefits
            under any pension, retirement, disability, death, savings or other
            benefit plans of the Employers.

        6.  All costs of providing the benefits under the Program shall be
            charged to the operating expense accounts of the Employer when and
            as paid.

        7.  The Company may from time to time make changes in the Program and
            the Company may terminate the Program, but such changes or
            termination shall not adversely affect the rights of any employee,
            without his consent, to any benefit under the Program to which such
            employee may have previously become entitled prior to the effective
            date of such change or termination. The Company's Senior Vice
            President - Human Resources with the approval of the Company's
            Executive Vice President and General Counsel shall be authorized to
            make minor or administrative changes to the Program.

                                       5
<PAGE>
 
                                                                APPENDIX I

                              CORPORATE RESOURCE
                      HOME PURCHASE DIFFERENTIAL AMOUNTS
                               EFFECTIVE 1-1-91
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CHICAGO TO:                          Amount   
                                     ------   
<S>                                   <C>     
                                              
    Detroit                               0   
    Milwaukee                             0   
    Cleveland                             0   
    Indianapolis                          0   
                                              
DETROIT TO:                                   
                                              
    Chicago                          48,000   
    Milwaukee                             0   
    Cleveland                             0   
    Indianapolis                          0   
                                              
MILWAUKEE TO:                                 
                                              
    Chicago                          43,000   
    Detroit                               0   
    Cleveland                             0   
    Indianapolis                          0   
                                              
CLEVELAND TO:                                 
                                              
    Chicago                          49,400   
    Detroit                          10,000   
    Milwaukee                             0   
    Indianapolis                          0   
                                              
INDIANAPOLIS TO:                              
                                              
    Chicago                          37,700   
    Detroit                          23,500   
    Milwaukee                        10,000   
    Cleveland                             0    
 
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