<PAGE>

                                                                  Exhibit 10r











                          AMERITECH CORPORATE RESOURCE
                                  DEFERRAL PLAN
                                  -------------

             (As Amended and Restated Effective as of May 10, 1998)
<PAGE>

                          AMERITECH CORPORATE RESOURCE
                                  DEFERRAL PLAN
                                  -------------

             (As Amended and Restated Effective as of May 10, 1998)


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

SECTION                                                                    PAGE
-------                                                                    ----
   1        General                                                          1
            1.1      History, Purpose and Effective Date                     1
            1.2      Plan Administration                                     1
            1.3      Non-Alienation                                          2
            1.4      Source of Benefits                                      2
            1.5      Notices                                                 2
            1.6      Applicable Laws                                         2
            1.7      Gender and Number                                       2
            1.8      Delegations of Authority                                2

   2        Participation                                                    2
            2.1      Participation                                           2
            2.2      Plan Not Contract of Employment                         3


   3        Deferral of Compensation and Excess Savings Plan Credit          3
            3.1      Deferral Requests                                       3
            3.2      Supplemental Deferrals and Excess Savings Plan Credit   4
            3.3      Deferred Amounts - Interest                             5
            3.4      Deferred Amounts - Stock Units                          5
            3.5      Deferred Amount                                         6


   4        Payment of Deferred Amounts                                      6
            4.1      Distribution                                            6
            4.2      Termination of Employment Prior to Retirement Age       7
            4.3      Death                                                   7
            4.4      Committee Discretion                                    8
            4.5      Form of Payment                                        10
                     Change in Control                                      10

   5        Amendment or Termination                                        12
            5.1      Administrative Amendments                              12
            5.2      Amendments and Termination                             12
            5.3      Participation Rights                                   12
            5.4      Successors                                             12
<PAGE>

                          AMERITECH CORPORATE RESOURCE
                                  DEFERRAL PLAN
                                  -------------

             (As Amended and Restated Effective as of May 10, 1998)

                                    SECTION 1
                                    ---------

                                     General
                                     -------

         1.1. History, Purpose and Effective Date. Effective January 1, 1984,
Ameritech Corporation, a Delaware corporation (the "Company"), established the
Ameritech Corporate Resource Deferral Plan (the "Plan), which was then known as
the "Ameritech Senior Management Incentive Award Deferral Plan", and later known
as the "Ameritech Senior Management Supplemental Savings and Deferral Plan." The
Plan has two primary purposes. The first is to enable senior management and
certain management employees of the Company and of any Subsidiary or Affiliate
of the Company which adopts the Plan (an "Employer") to defer the receipt of
salary and incentive compensation awards. The second purpose is to provide such
senior management and certain management employees an opportunity to receive the
full Employer Matching Contribution and make the full level of contributions
permitted under the Ameritech Savings Plan for Salaried Employees ("Savings
Plan"), both of which might otherwise be limited by certain sections of the
Internal Revenue Code of 1986, as amended (the "Code"). The following provisions
constitute an amendment, restatement and continuation of the Plan, effective as
of May 10, 1998 (the "Effective Date"). For purposes of the Plan, 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 Code.

         1.2. 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 or such other officer of the Company as
may from time to time be primarily responsible for human resource matters (the
"Plan Administrator"), subject to the direction of the Compensation Committee of
the Company's Board of Directors (the "Committee"). The Plan Administrator and
the Committee shall each have the exclusive right and discretion to interpret
the provisions of the Plan and the entitlement to benefits under the Plan with
respect to the duties allocated to each of the Plan Administrator and the
Committee. Any decision made by the Plan Administrator or the Committee on any
matter within the Plan Administrator's or the Committee's discretion is
conclusive, final and binding on all persons.

The Plan Administrator 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 Participant or
beneficiary whose claim has been denied, setting forth the specific reasons for
such denial. The review and appeal procedures for a Participant or beneficiary
whose claim has been denied shall be the responsibility of the Committee and
shall be consistent with review and appeal procedures set forth in the Savings
Plan.
<PAGE>

         1.3. Non-Alienation. Benefits payable to any person under the Plan may
not be voluntarily or involuntarily assigned or alienated.

         1.4. Source of Benefits. Subject to the terms and conditions of the
Plan, any amount payable to or on account of a Participant under this Plan shall
be paid from the general assets of the Company or applicable Employer or from
one or more trusts, the assets of which are subject to the claims of the
Company's or applicable Employer's general creditors.

         1.5. 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.

         1.6 Applicable Laws. The Plan shall be construed and administered in
accordance with the laws of the State of Illinois, to the extent that such laws
are not preempted by the laws of the United States of America.

         1.7. 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.

         1.8. Delegations of Authority. As used in the Plan, the terms "Board of
Directors", "Company", "Employer" or "Committee" shall include, where
appropriate, any applicable subcommittee or any duly authorized delegate of the
Board of Directors, the Company, an Employer or the Committee, as the case may
be. Such duly authorized delegate may be an individual or an organization within
the Board of Directors, the Company, an Employer or the Committee or may be an
unrelated third party individual or organization.



                                    SECTION 2
                                    ---------

                                  Participation
                                  -------------

         2.1. Participation. Each Management Employee (as defined below) and
each Senior Management Employee (as defined below) shall become a participant in
the Plan (a "Participant") as of the earliest date on which he requests a
deferral under subsection 3.1 or 3.2 or is entitled to an Excess Savings Plan
Credit under subsection 3.2. The term "Management Employee" means a full-time
employee on the active roll of the Company or any Employer who has attained any
of salary grades CR1 through CR4, Investment Management salary grades IM10
through IM12, or, if an attorney, either of salary grades, IV or V. The term
"Senior Management Employee" means an employee on the active roll of the Company
or an Employer who has attained any of salary grades CR5 through CR9, or who is
a member of the Company's Management Committee, or if an attorney, salary grade
VI. The terms "Management Employee" and "Senior Management Employee" also
include any individual who was a participant in the Plan as of Decemer 31, 1994

                                       2
<PAGE>

as long as such individual continues to meet the requirements to be a Management
Employee or a Senior Management Employee under the Plan as it existed as of
December 31, 1994 or meets such requirements under the Plan as it exists from
time to time after that date. The term "Senior Management Employee" also
includes a former Senior Management Employee who no longer meets the
requirements to be a Senior Management Employee, but who has been authorized to
retain part or all of the rights of a Senior Management Employee under the Plan
pursuant to an agreement in writing executed by the Senior Management Employee
and the Senior Vice President Human Resources.

         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
                                   ---------

                          Deferral of Compensation and
                           Excess Savings Plan Credit
                           --------------------------

         3.1. Deferral Requests. Any Management Employee of the Company or any
Employer may elect to defer all or any portion (but not less than $1,000) of an
award to which he may be entitled under any of the Company's long-term incentive
plans (which currently include the Ameritech Long Term Incentive Plan, the
Ameritech 1989 Long Term Incentive Plan and the Ameritech Corporation Long-Term
Stock Incentive Plan) or under an annual bonus plan of the Company or an
Employer and shall receive an Excess Savings Plan Credit in accordance with
subsection 3.2(c) with respect to such deferral. Any Senior Management Employee
of the Company or any Employer may elect to defer:

         (a)      subject to applicable law, all or any portion (but not less
                  than $1,000) of an award to which he may be entitled under any
                  of the Company's long term incentive plans or the Company's or
                  Employer's Senior Management Short Term Incentive Plan or the
                  Company's Management Committee Short Term Incentive Plan
                  (collectively the "Incentive Plans" and individually an
                  "Incentive Plan"); and

         (b)      for any payroll period ending on or after December 31, 1987,
                  all or any portion, up to 25% of his Base Salary for such
                  period

by filing a written request with the Plan Administrator at such time and in such
form as the Plan Administrator may determine. "Base Salary" shall have the
meaning assigned to the term "Salary" under the Savings Plan determined without
regard to salary deferrals under this Plan and without regard to the limitations
imposed by section 401(a)(17) of the Code. Any Senior Management Employee who
elects to make a deferral under subsection 3.1(b) above shall receive an Excess
Savings Plan Credit in accordance with subsection 3.2(b) with respect to such
deferral.

                                       3
<PAGE>

         3.2. Supplemental Deferrals and Excess Savings Plan Credit. For any
payroll period ending after January 1, 1988, each Senior Management Employee,
and, for any payroll period ending after January 1, 1990, each Management
Employee of the Company and the Employers who is eligible to participate in the
Savings Plan, shall be entitled to make a Supplemental Deferral and receive
Excess Savings Plan Credit, in accordance with the following:

         (a)      Supplemental Deferrals.  Each Senior Management Employee who
                  is prevented from making a salary allotment under the Savings
                  Plan due to the limitations imposed by any of sections 401(k),
                  401(m), 402(g), or 415 of the Code, and each Management
                  Employee who is prevented from making a salary allotment under
                  the Savings Plan due to limitations of sections 401(m) and 415
                  of the Code, may elect, at such time and in such manner as the
                  Plan Administrator may determine, to make a supplemental
                  salary deferral in an amount equal to the allotments which he
                  is prevented from making under the Savings Plan for such
                  period;  further, each Senior Management Employee and each
                  Management Employee may also elect, prospectively, at such
                  time and in such manner as the Plan Administrator may
                  determine, to make a supplemental salary deferral of not less
                  than 1% nor more than 12% (in multiples of 1%) of his Base
                  Salary for any payroll period (or portion thereof) occuring
                  after his Base Salary for that calendar year has reached the
                  maximum limit under section 401(a)(17) of the Code.  If any
                  such Senior Management Employee or Management Employee has
                  been making salary allotments to the Savings Plan during such
                  calendar year, then for administrative convenience, the Plan
                  Administrator may determine that it is appropriate that any
                  such supplemental salary deferrals under the Plan by such
                  Senior Management Employee or Management Employee shall be at
                  the same percentage as the most recent salary allotments made
                  under the Savings Plan by such Senior Management Employee or
                  Management Employee unless such Senior Management Employee or
                  Management Employee directs the Plan Administrator to use a
                  different percentage.    Notwithstanding any other provision
                  of the Plan, no Senior Management Employee shall be permitted
                  to make any supplemental salary deferral in any payroll period
                  which would cause the aggregate of his supplemental salary
                  deferrals and Base Salary deferrals for such payroll period to
                  exceed the 25% limitation prescribed in subsection 3.1(b)
                  above.

         (b)      Senior Management Excess Savings Plan Credit. Subject to
                  subsection 3.1, for each payroll period, each Senior
                  Management Employee shall be credited with an "Excess Savings
                  Plan Credit" in an amount equal to the lesser of:

                  (i)  4-1/2% of his Base Salary and, to the extent such a
                       Participant is in salary grade CR5 and participates in
                       the Management Team Incentive Plan, his annual bonuses,
                       for that period; or

                  (ii) 75% of (A) his aggregate salary allotments under the
                       Savings Plan during that period (including his annual
                       bonuses to the extent such a Participant is in salary
                       grade CR5 and participates in the Management Team
                       Incentive

                                       4
<PAGE>

                       Plan) and (B) base and supplemental salary deferrals
                       under the Plan during that period;

                       reduced by the amount of Employer Matching Contributions
                       that he actually receives under the Savings Plan for that
                       period.

         (c)      Management Excess Savings Plan Credit. Subject to subsection
                  3.1, for each payroll period, each Management Employee shall
                  be credited with an "Excess Savings Plan Credit" in an amount
                  equal to the lesser of:

                  (i)  4-1/2% of his Base Salary and, to the extent such a
                       Participant participates in the Management Team Incentive
                       Plan, his annual bonuses for that period; or

                  (ii) 75% of (A) his aggregate salary allotments under the
                       Savings Plan during that period (including his annual
                       bonuses to the extent such a Participant participates in
                       the Management Team Incentive Plan) and (B) supplemental
                       salary deferrals under the Plan during that period;

                       reduced by the amount of Employer Matching Contributions
                       that he actually receives under the Savings Plan for that
                       period.

A Participant shall be fully vested in all Excess Savings Plan Credits
regardless of the extent to which he is vested under the Savings Plan.

         3.3. Deferred Amounts - Interest. Subject to the provisions of the
Plan, any amounts deferred under subsection 3.1 (other than amounts which would
otherwise have been distributed under an Incentive Plan in the form of the
Company's common shares) or deferred or credited under subsection 3.2 shall be
credited with interest from the date as of which the amount would otherwise have
been paid to the Participant or credited to his account under the Savings Plan
to the date as of which it is paid under the Plan. Such interest shall be
compounded as of the last day of each calendar quarter and from the end of the
preceding calendar quarter to the distribution date and shall be credited at
such rate as the Committee may establish from time to time.

         3.4. Deferred Amounts - Stock Units. Subject to the provisions of the
Plan, for that portion, if any, of any amount deferred under subsection 3.1
which would otherwise have been distributed under an Incentive Plan in the form
of the Company's common shares, or as common shares distributed to the
Participant as a Final Distribution with respect to stock options granted on or
after January 16, 1996, under the provisions of the Company's long term
incentive plans, or as a result of an exercise of a stock option in which the
Participant pays the option price by tendering shares of the Company's common
stock in accordance with the provisions of the Company's long term incentive
plans, the Participant shall be credited with an equivalent number of "Stock
Units" under the Plan. As of each dividend payment date for the Company's common
shares, each Participant shall be credited with an additional number of Stock
Units which is equal to: (i) the dividend which would have been paid on such
date on that number of Ameritech common shares which is equal to the number of
Stock Units credited to the Participant under the Plan on the record date for
such dividend, divided by (ii) the Fair Market Value (as defined

                                       5
<PAGE>

below) of an Ameritech common share on such dividend payment date. For purposes
of the Plan, the Fair Market Value of Ameritech common shares on any dividend
payment date shall be the average of the average daily high and low sale prices
of Ameritech common shares as quoted on the New York Stock Exchange -- Composite
Transactions or other principal market quotation selected by the Committee for
the calendar month next preceding the dividend payment date. In the event of any
changes in outstanding Ameritech common shares by reason of any stock dividend
or split, recapitalization, merger, consolidation, combination or exchange of
shares or other similar corporate change, the Company's Board of Directors shall
make such adjustments, if any, that it deems appropriate in the number of Stock
Units then credited to Participant accounts. Any and all such adjustments shall
be conclusive and binding upon all parties concerned.

         3.5 Deferred Amount. A Participant's "Deferred Amount" under the Plan
as of any date shall mean the amount deferred by him under subsection 3.1 or
deferred or credited to him under subsection 3.2, each adjusted in accordance
with subsections 3.3 and 3.4.


                                    SECTION 4
                                    ---------

                           Payment of Deferred Amounts
                           ---------------------------

         4.1. Distribution. Any deferral made in accordance with subsections 3.1
or 3.2 shall include an election of a distribution commencement date and an
election of a payment form either in a lump sum or in annual installments over a
period of 2, 3, 4, 5, 10, 15 or 20 years; provided, however, that a) incentive
awards payable pursuant to the Ameritech Management Committee Short Term
Incentive Plan that are deferred by members of the Company's Management
Committee may not be distributed to any such Participant until such
Participant's normal retirement or approved early retirement as defined in
subsection 4.2 or termination of employment, and b) any Deferred Amount which,
at the time of distribution, is less than or equal to $5,000.00 shall be paid in
a lump sum, regardless of the Participant's election. Subject to the above
conditions and the following provisions of the Plan, the distribution
commencement date and form of payment of any Deferred Amount shall be as
designated by the Participant in his deferral request, or in any comparable
election under the Plan as in effect from time to time prior to the Effective
Date. A Participant may, with the consent of the Committee, defer the
commencement date or extend the distribution period for any Deferred Amount,
within the guidelines set forth above, by filing a written request with the Plan
Administrator, in such form as the Administrator may require; provided that any
such request must be filed no later than one year prior to the earlier of the
date distribution would otherwise commence or the date of the Participant's
termination of employment. Any election under the preceding sentence shall be
irrevocable by the Participant. Excess Savings Plan Credits associated with
amounts deferred for any period will be paid at the same time and in the same
form as provided in the deferral request for such deferred amount; provided,
however, that if no deferral election is in place for such period, the deferral
account including the Excess Savings Plan Credits for such period shall be paid
in a lump sum on the Participant's termination of employment.

         4.2. Termination of Employment Prior to Retirement Age. If a
Participant's employment with the Company, its Subsidiaries and Affiliates
terminates prior to the Participant's

                                       6
<PAGE>

attaining eligibility for normal or approved early retirement as defined below,
then, unless such termination is by reason of disability entitling the
Participant to benefits under the Company's or an Employer's long-term
disability plan or unless a different form or time of distribution is authorized
by the Plan Administrator pursuant to Committee direction, his entire benefit
under the Plan shall be distributed to him in a lump sum as soon as practicable
after such termination of employment. For all purposes under the Plan, the term
"normal retirement" shall mean retirement on or after the date on which the
Participant reaches age 65 (or, if later, the fourth anniversary of the date the
Participant commenced participation in the Ameritech Management Pension Plan),
and the term "approved early retirement" shall mean retirement on or after the
date on which the Participant's combined age and service (in years and months)
equals 75, subject to Committee authorization. For purposes of this subsection,
the term "service" means service while participating in, (that is, accruing a
benefit under), the Ameritech Management Pension Plan (or the Ameritech Pension
Plan if the Participant previously accrued a benefit under the Ameritech Pension
Plan for which eligibility was transferred to the Ameritech Management Pension
Plan, or vice versa) and the Participant retired under the Ameritech Management
Pension Plan. Anything in the Plan to the contrary notwithstanding and
regardless of the Participant's election of a particular form of distribution,
if, before a Participant receives full payment of all amounts credited to him
under the Plan, the Participant without the consent of the Company, at any time
is employed by, becomes associated with, renders service to, or owns an interest
in any business that is competitive with the Company, with any Employer or with
any business in which the Company or any Employer has a substantial interest
(other than as a shareholder with a nonsubstantial interest in such business) or
engages in any activity which is in conflict with or adverse to the interests of
the Company or any Employer, then the Committee in its discretion may authorize
the accelerated distribution of the balance of the Participant's Deferred Amount
and may require that such Deferred Amount be paid to the Participant in a lump
sum as soon as practicable after such authorization.

         4.3. Death. A Participant may elect one of the following payment
options to be effective in the event the Participant should die before full
payment of all amounts credited to him under this Plan:

         (a)      If the Deferred Amount, or any portion thereof, has begun to
                  be distributed in accordance with subsection 4.1 as of the
                  Participant's date of death, the balance of the Deferred
                  Amount shall continue to be distributed to the beneficiary or
                  beneficiaries designated in writing by the Participant, or if
                  no designation has been made, to the estate of the
                  Participant, with no change in the scheduled number of
                  installments.  The first installment (or single payment if the
                  Participant has one installment remaining as of the date of
                  the Participant's death) to be paid to the beneficiary (or the
                  estate) shall be paid according to the payment schedule in
                  effect as of the date of the Participant's death, so that no
                  more than one annual payment will be made in any one calendar
                  year; or

         (b)      The balance of the Deferred Amount shall be paid in one
                  payment or in some other number of approximately equal annual
                  installments (not exceeding 10) to the beneficiary or
                  beneficiaries designated in writing by the Participant, or if
                  no

                                       7
<PAGE>

                  designation has been made, to the estate of the Participant.
                  The first installment (or the single payment if the
                  Participant has so elected) shall be paid as soon as
                  practicable after the last day of the calendar quarter during
                  which the Participant's death occurs.

The Participant may change his beneficiary designation and the form of
distribution of the Deferred Amount to his beneficiary at any time.


         4.4. Committee Discretion. The Committee, in its sole discretion, may
alter the commencement date and period of distribution of any Deferred Amount as
follows:

         (a)      Hardship. At the request of a Participant or a Participant's
                  beneficiary, the Committee may accelerate distribution to the
                  extent necessary to meet any unanticipated financial need that
                  is caused by an event beyond the control of the Participant or
                  beneficiary and that would result in severe financial hardship
                  to the individual if early withdrawal were not permitted.

         (b)      Changed Circumstances. The Committee may accelerate
                  distribution of any Deferred Amount to the extent that it
                  determines such acceleration to be in the best interests of
                  the Company or Employer because of changes in tax or
                  accounting principles or any other reason which negates or
                  diminishes the continued value of the Deferred Amount to the
                  Company, Employer or Participant.

         (c)      Involuntary or Force Reduction Termination. At the request of
                  a Participant, the Committee may extend the period of
                  distribution for any Deferred Amount as the Committee
                  determines to be necessary or appropriate if a Participant
                  terminates employment (i) involuntarily, (ii) voluntarily or
                  involuntarily under a limited program of terminations of
                  employment initiated by the Company or an Employer to achieve
                  a specific force reduction or (iii) by mutual agreement under
                  an individual separation arrangement; provided, that such an
                  extension may be authorized only if the Participant's request
                  and the Committee's approval of that request occur prior to
                  the earlier of (A) the Participant's termination of employment
                  or (B) the date of distribution would otherwise have
                  commenced.

         (d)      Accelerated Distribution. Anything in the Plan to the contrary
                  notwithstanding, at the request of a Participant, the
                  Committee may accelerate distribution of:

                  (i) the entire Deferred Amount of any Participant on the
                  active roll of the Company or an Employer whose Deferred
                  Amount has not yet begun to be distributed in accordance with
                  subsection 4.1; provided, that (a) the Deferred Amount to be
                  distributed shall be paid in a lump sum and reduced by six
                  percent (6%), as an early withdrawal penalty, (b) the
                  valuation date used to determine such early withdrawal penalty
                  shall be the most recent valuation date preceding the
                  Committee's approval of the accelerated distribution, (c) such
                  early withdrawal

                                       8
<PAGE>

                  penalty shall be retained by the Company and never distributed
                  to the Participant, and (d) the Participant shall be
                  prohibited from participating in the Plan for a period of
                  twelve (12) consecutive months following the date of the
                  Participant's accelerated distribution;

                  (ii) the entire Deferred Amount of any Participant on the
                  active roll of the Company or an Employer whose Deferred
                  Amount, or any portion thereof, is currently being distributed
                  to the Participant in accordance with subsection 4.1;
                  provided, that (a) the Deferred Amount to be distributed shall
                  be paid in a lump sum and reduced by six percent (6%), as an
                  early withdrawal penalty, (b) such early withdrawal penalty
                  shall be determined based upon the Deferred Amount immediately
                  prior to the distribution commencement date for the first
                  installment payment as elected by Participant in accordance
                  with subsection 4.1, valued as of such distribution
                  commencement date, (c) such early withdrawal penalty shall be
                  retained by the Company and never distributed to the
                  Participant, and (d) the Participant shall be prohibited from
                  participating in the Plan for a period of twelve (12)
                  consecutive months following the date of the Participant's
                  accelerated distribution; or

                  (iii) the entire Deferred Amount of any Participant who has
                  retired from employment with the Company, its Subsidiaries and
                  Affiliates after attaining eligibility for normal or approved
                  early retirement as defined in subsection 4.2 and whose
                  Deferred Amount is currently being distributed to the
                  Participant in accordance with subsection 4.1; provided, that
                  (a) the Deferred Amount to be distributed shall be paid in a
                  lump sum and reduced by eight percent (8%), as an early
                  withdrawal penalty, (b) such early withdrawal penalty shall be
                  determined based upon the Deferred Amount immediately prior to
                  the distribution commencement date for the first installment
                  payment as elected by Participant in accordance with
                  subsection 4.1, valued as of such distribution commencement
                  date, and (c) such early withdrawal penalty shall be retained
                  by the Company and never distributed to the Participant.

In no event shall the Committee approve any such request after having been
notified of the Company's insolvency or bankruptcy.


         4.5. Form of Payment. Deferred Amounts credited to a Participant in the
form of Stock Units shall be distributed to the Participant or his beneficiary
in shares of Ameritech common stock except as otherwise determined by the
Committee. All other Deferred Amounts credited to a Participant shall be paid to
him or his beneficiary in the form of cash. Any amount to be distributed in
accordance with the foregoing provisions of this Section 4 shall be calculated
as of the last day of a calendar quarter in the case of distributions pursuant
to Sections 4.2, 4.3, or 4.4(d) and as of the distribution date for all other
distributions and shall be distributed as soon as practicable thereafter.

                                       9
<PAGE>

         4.6. Change in Control. Notwithstanding any other provision of the
Plan, if a Change in Control (as defined below) occurs, then the entire amount
credited to each Participant under the Plan, including any benefit in pay
status, shall be distributed to him in a lump sum distribution as soon as
practicable (i) in the form of Common Stock of Ameritech (or, in the case of a
merger or consolidation with another company, in the form of common stock of the
surviving entity (as defined below) in accordance with the terms of such merger
or consolidation) in the case of amounts credited to the Participant in the form
of Stock Units, and (ii) in the form of cash, in the case of all Deferred
Amounts other than Stock Units. At any time prior to the end of the calendar
year preceding the calendar year in which a Change in Control occurs, a
Participant may irrevocably waive such lump sum distribution by filing a written
waiver with the Plan Administrator in a form acceptable to the Plan
Administrator, in which case the Participant's benefit under the Plan shall be
determined without regard to this subsection 4.6 and, if the Participant waives
payment, the amount credited to the Participant (other than with respect to
Stock Units) shall be determined as of the date of the Change in Control and
such amount shall be credited with interest which shall accrue for a period of
five years from the date of a Change in Control, or until the distribution date
designated by the Participant, if earlier, at a rate no less than the rate in
effect under the Plan on the date of a Change in Control, and in case the Change
in Control involves a merger or consolidation of the Company with another
company, the Participant's Stock Units (if any) shall be converted into stock
units of the surviving entity (as defined below) in accordance with the terms of
such merger or consolidation. 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
occurs as follows:

         (a)      any "person" (as such term is used in Sections 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

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<PAGE>

                  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 12 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 12-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
                                    ---------

                            Amendment or Termination
                            ------------------------

                                       11
<PAGE>

         5.1. Administrative Amendments. Subject to the provisions of subsection
5.3, 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
resource matters, may, with the concurrence of the Company's Executive Vice
President and General Counsel, make minor or administrative amendments to the
Plan.

         5.2. Amendments and Termination. Subject to the provisions of
subsection 5.3, the Company's Board of Directors may amend or terminate the Plan
at any time and any Employer may, by action of its Board of Directors (or, if
such Employer does not have a Board of Directors and is managed by its
shareholder or shareholders, by action of such shareholder or shareholders),
terminate its participation in the Plan at any time.

         5.3. Participant Rights. No action under this Section 5 shall, without
consent of the affected Participant or, in the event of his death, his
beneficiary, adversely affect the rights of any Participant with respect to any
Deferred Amount which was credited to him under the Plan prior to the date of
such action.

         5.4. Successors. The obligations of the Company and each Employer under
the Plan shall be binding upon any assignee or successor in interest thereto.
Neither the Company nor any Employer shall merge or consolidate with any other
corporation, or liquidate or dissolve, without making suitable arrangement for
the payment of any benefits payable under the Plan.


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