<PAGE>

                                                                   Exhibit 10p






                            AMERITECH KEY MANAGEMENT
                               LIFE INSURANCE PLAN
                               -------------------

           (As Amended and Restated Effective as of February 1, 1998)
<PAGE>

                            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              3
            Cost                                                     4
            Cash Value                                               4
            Limitation on Benefits                                   4

4  Split-Dollar and Collateral Assignment Agreements                 4
            Introduction                                             4
            Insurance Policy                                         4
            Policy Ownership                                         4
            Payment of Premiums                                      5
            Collateral Assignment Agreement                          6
            Limitations on Participant's Rights under Policy         7
            Collection and Payment of Death Benefit                  7
            Termination of Split-Dollar Agreement                    8
            Options on Termination of Split-Dollar Agreement        10

                                       i
<PAGE>

                            AMERITECH KEY MANAGEMENT
                              LIFE INSURANCE PLAN
                              -------------------

                               TABLE OF CONTENTS
                               -----------------

SECTION                                                            PAGE
-------                                                            ----
5  Plan Administration                                              11
            Plan Administrator; Administration                      11
            Determination of Benefits                               11

6  Miscellaneous                                                    11
            Amendment and Termination                               11
            Validity                                                11
            Administrative Amendments                               12


                                       ii
<PAGE>

                            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
<PAGE>

         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

                                       2
<PAGE>

                  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

                                       3
<PAGE>

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

                                       4
<PAGE>

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

                                       5
<PAGE>

                  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

                                       6
<PAGE>

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:

                                       7
<PAGE>

             (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;

                                       8
<PAGE>

           (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.

                                       9
<PAGE>

         (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.

                                    SECTION 5
                                    ---------

                               Plan Administration
                               -------------------

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<PAGE>

         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.

                                       11
<PAGE>

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