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                                                                Exhibit 10v-1


                                  SUPPLEMENT A
                                       TO
                          AMERITECH CORPORATE RESOURCE
                           SUPPLEMENTAL PENSION PLAN
           (As Amended and Restated Effective as of February 1, 1998)

                     (December 31, 1998 Lump Sum Payments)



Application                    A-1.     This Supplement A to the Ameritech
                                        Corporate Resource Supplemental Pension
                                        Plan (the "Plan") is applicable to each
                                        Participant in the Plan who on the date
                                        of distribution set forth in section A-3
                                        of this Supplement A is employed by the
                                        Company as a member of the Management
                                        Committee of the Company or as a
                                        corporate resource manager in salary
                                        grade CR6 or higher who holds the title
                                        of President (an "Affected
                                        Participant").

Definitions                             A-2. Unless the context clearly implies
                                        or indicates to the contrary, a word, a
                                        term or phrase used or defined in the
                                        Plan or the Pension Plan is similarly
                                        used or defined for purposes of this
                                        Supplement A.

December 31, 1998              A-3.     Subject to the following provisions
Lump Sum Payments                       of this Supplement A, each Affected
                                        Participant shall receive a lump sum
                                        payment of his interest under the Plan
                                        on or before December 31, 1998. Such
                                        lump sum payment shall be determined
                                        under subsection 3.1 of the Plan as
                                        though the Affected Participant had
                                        terminated employment on December 31,
                                        1998; provided, however, that solely for
                                        the purpose of determining the lump sum
                                        payment under this section A-3, the
                                        determination of final average
                                        compensation shall not include any bonus
                                        award paid or payable for the 1998 year
                                        under the Management Committee Short
                                        Term Incentive Plan or the Senior
                                        Mangement Short Term Incentive Plan.
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Election to                    A-4.     By writing filed with the Company
Reject Receipt                          prior to September 15, 1998, an Affected
                                        Participant may irrevocably elect to
                                        reject receipt of the payment described
                                        in section A-3 of this Supplement, in
                                        which case, his benefits under the Plan
                                        will be determined and paid under the
                                        terms of the Plan without regard to the
                                        provisions of this Supplement A.

Source of Payment              A-5.     The payment to which an Affected
and Tax Withholding                     Participant is entitled under section
                                        A-3 of this Supplement A shall be paid
                                        by the Company, Subsidiary or Affiliate
                                        employing the Affected Participant on or
                                        before December 31, 1998, and shall be
                                        subject to all applicable withholding of
                                        taxes.

Calculation of Residual        A-6.     The residual benefit to which an
Benefit at Termination of               Affected Participant or his surviving
Employment                              spouse is entitled under the Plan when
                                        he actually terminates employment will
                                        be determined in accordance with this
                                        section A-6.

                                        If the benefit paid as a lump sum under
                                        section A-3 of this Supplement A was
                                        derived from the defined lump sum
                                        formula ("DLS") under subsection 5.1 of
                                        the Pension Plan, the amount paid under
                                        section A-3 will be adjusted to its then
                                        present value using an interest rate of
                                        4.25% and then will be subtracted from
                                        the amount of the lump sum determined at
                                        termination of employment under
                                        whichever of the formulas under the
                                        Pension Plan produces the larger lump
                                        sum. If the Affected Participant or his
                                        surviving spouse elects payment of the
                                        residual benefit in a form other than a
                                        lump sum, the lump sum amount produced
                                        under the foregoing calculation will be
                                        converted to such other form of payment
                                        using the rates, factors and tables
                                        applicable to the formula from which the
                                        lump sum under this section A-6 was
                                        derived.

                                        If the benefit payable under section A-3
                                        was instead determined under the final
                                        average pay formula of Supplement B to
                                        the Pension Plan, the residual benefit
                                        shall be determined by reducing the
                                        amount

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                                        of the Supplement B benefit determined
                                        at termination of employment and
                                        expressed as an immediate single life
                                        annuity by the amount of the Affected
                                        Participant's Supplement B benefit under
                                        section A-3 expressed as a single life
                                        annuity payable as of the distribution
                                        date set forth in section A-3. If the
                                        Affected Participant or his surviving
                                        spouse elects payment of the residual
                                        benefit in a form other than an
                                        immediate single life annuity, the
                                        immediate single life annuity amount
                                        produced under the foregoing calculation
                                        will be converted to such other form of
                                        payment using the rates, factors and
                                        tables applicable under Supplement B of
                                        the Pension Plan.

                                        For purposes of the foregoing, the
                                        residual benefit so calculated shall
                                        reflect the terms of any agreement for
                                        services with SBC Communications Inc.
                                        ("SBC") pursuant to which an Affected
                                        Participant has agreed to the "freezing"
                                        of his benefit accruals under this Plan,
                                        in which case the starting point for
                                        determining the residual benefit payable
                                        under this section A-6 will be the
                                        accrued benefit (payable as a single
                                        life annuity at age 65 under Supplement
                                        B or the DLS amount under section 5.1 of
                                        the Pension Plan, whichever is
                                        applicable) earned under this Plan as of
                                        the effective date of the freeze, but
                                        using the early retirement and other
                                        actuarial factors applicable to his
                                        actual termination date. If the
                                        Agreement and Plan of Merger between SBC
                                        and the Company dated May 10, 1998 is
                                        terminated, this last paragraph of
                                        section A-6 shall be void.


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