Exhibit 10kk

                              TABLE OF CONTENTS

                                                                     Page

SECTION 1.   INTRODUCTION AND PURPOSE ..............................    1
   Section 1.1  Introduction .......................................    1
   Section 1.2  Purpose ............................................    1

SECTION 2.   ELIGIBILITY ...........................................    1
   Section 2.1  Participation ......................................    1
   Section 2.2  Mandatory Retirement................................    1
   Section 2.3  Eligibility For Executive Pension ..................    2
   Section 2.4  CFEP Executive .....................................    2

SECTION 3.   EXECUTIVE PENSION .....................................    3
   Section 3.1  Amount .............................................    3
   Section 3.2  Applicable Formula for Total Benefit ...............    3
   Section 3.3  Basic Benefit ......................................    4
   Section 3.4  Officer Minimum Benefit ............................    5
   Section 3.5  Cash Balance Benefit ...............................    6
   Section 3.6  Officer Supplemental Benefit .......................    8
   Section 3.7  Special Increases ..................................    9

SECTION 4.   DISTRIBUTION ..........................................    9
   Section 4.1  Pensions ...........................................    9
   Section 4.2  Notification Of and Application For Benefits .......   10
   Section 4.3  Deferred Payment Date ..............................   10
   Section 4.4  Death Following Annuity Start Date..................   11

SECTION 5.   WELFARE BENEFITS FOR CERTAIN PARTICIPANTS ............    11
   Section 5.1  Eligibility ........................................   11
   Section 5.2  Benefits ...........................................   11

SECTION 6.  DISTRIBUTION AT PARTICIPANT'S DEATH ....................   11
   Section 6.1  Dies After Annuity Start Date.......................   11
   Section 6.2  Dies Before Annuity Start Date .....................   12
   Section 6.3  Regular Surviving Spouse Benefit ...................   12
   Section 6.4  Surviving Spouse Cash Balance Benefit ..............   13
   Section 6.5  Form and Time of Payment ...........................   13

SECTION 7.  DEATH BENEFITS .........................................   14
   Section 7.1  Eligibility and Waiver .............................   14
   Section 7.2  Benefits ...........................................   15

SECTION 8.  RIGHTS TO BENEFITS .....................................   15
   Section 8.1  Entitlement to Benefits.............................   15
   Section 8.2  Effect of Reemployment .............................   15
   Section 8.3  Forfeiture for Misconduct ..........................   16
   Section 8.4  Waiver in Absence of Claims Release.................   16
   Section 8.5  Waiver by Damage Claims or Suits....................   16
   Section 8.6  Offset for Judgment or Settlement...................   17
   Section 8.7  Offset for Payments Under Law ......................   17

SECTION 9.  SOURCE OF BENEFIT PAYMENTS .............................   17
   Section 9.1  Participating Company Liability ....................   17
   Section 9.2  All Benefits Unfunded ..............................   17
   Section 9.3  No Right to Company Assets .........................   18









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SECTION 10.  ADMINISTRATION ........................................   18
   Section 10.1  Plan Sponsor ......................................   18
   Section 10.2  Plan Administrator ................................   18
   Section 10.3  Procedure To Approve and Deny Claims ..............   18
   Section 10.4  Review Procedure ..................................   19
   Section 10.5  Further ERISA Rights ..............................   19
   Section 10.6  Named Fiduciaries .................................   19
   Section 10.7  Allocation of Responsibilities ....................   19
   Section 10.8  Administrative Expenses ...........................   20

SECTION 11.  AMENDMENT AND TERMINATION .............................   20
   Section 11.1  Plan Amendment ....................................   20
   Section 11.2  Plan Termination ..................................   20

SECTION 12.  DEFINITIONS ...........................................   20

APPENDIX A -- SUPPLEMENTARY RATE ...................................   28

APPENDIX B -- OPENING BALANCE FACTORS ..............................   29














































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                            PACIFIC TELESIS GROUP
                  EXECUTIVE SUPPLEMENTAL CASH BALANCE PLAN

                        (Amended as of July 1, 1996)


SECTION 1.  INTRODUCTION AND PURPOSE

Section 1.1  Introduction

The  Pacific   Telesis  Group  Executive  Supplemental   Pension  Plan  (the
"Executive  Plan") was  adopted as  of  July 1,  1995 to  merge the  Pacific
Telesis Group Executive Non-Salaried Pension Plan (a "Predecessor Plan") and
the  Pacific  Telesis  Group   Supplemental  Executive  Retirement  Plan  (a
"Predecessor Plan") into a  single plan and to  include the minimum  pension
and related welfare and surviving spouse benefits previously provided by the
Pacific Telesis Group  Senior Management Long  Term Disability and  Survivor
Protection  Plan   (a  "Predecessor Plan").  The  benefits provided  by  the
Executive Plan are  substantially similar  to the benefits  provided by  the
Predecessor Plans. The Board of Directors of the Company adopted resolutions
on March 22,  1996, authorizing the incorporation of a  cash balance formula
and  renaming  the  Executive  Plan  the  Pacific  Telesis  Group  Executive
Supplemental  Cash Balance  Plan.   The  terms  of  the Executive  Plan,  as
amended, apply to each Participant whose Termination of Employment occurs on
or after March 22, 1996.  Capitalized terms are defined in Section 12.

Section 1.2  Purpose

The purpose of  the Executive Plan  is to assist Participating  Companies in
attracting  and  retaining highly  competent  senior  managers by  providing
certain  unfunded pension  benefits to  eligible Executives.   The  benefits
provided by the Executive  Plan, when aggregated with the  benefits provided
by the Salaried  Pension Plan, are  intended to  provide the Executive  with
approximately the same benefit  that the Executive would have  been entitled
to receive  under the  Salaried Pension Plan  if the  Salaried Pension  Plan
(i) recognized  total  base pay  (whether or  not  deferred) and  short term
incentive  awards as compensation  for purposes  of benefit  calculation and
(ii) were not  subject to any  legal limitations  on the amount  of benefits
that  could be  paid  under such  plan.   In  addition,  the Executive  Plan
provides  minimum   pensions  and  welfare  benefits   to  certain  eligible
Executives.

SECTION 2.  ELIGIBILITY

Section 2.1  Participation

An Executive or  a former Executive  who is a  Participant in the  Executive
Plan on  March 22, 1996  shall be an  Existing Participant in  the Executive
Plan  as  amended.   Any other  Employee who  is  designated as  eligible to
participate in  the  Executive Plan  after  June  30, 1996  shall  become  a
Participant immediately upon being so designated.  Participation shall cease
at the  Participant's Termination  of Employment unless  the Participant  is
then eligible for benefits under the Executive Plan.

Section 2.2  Mandatory Retirement


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Each Participant  subject to a  Mandatory Retirement Age  shall cease  to be
eligible for continued employment  by a Participating Company no  later than
the last  day of the month  in which such Participant  attains the Mandatory
Retirement Age.

Section 2.3  Eligibility For Executive Pension

     2.3  (a)    Requirements.   A  Participant  shall  be eligible  for  an
Executive Pension:

          (1)  at  Termination of Employment, if the Participant is eligible
for a pension under the Salaried  Pension Plan without regard to any minimum
benefits  or  early  retirement  window  benefits  which  change  the  usual
eligibility requirements for pensions under the Salaried Pension Plan;

          (2)  at Termination of Employment,  if the Participant is eligible
for an Officer Minimum Benefit under Section 3.4; or

          (3)  before Termination  of Employment, but only  if a Participant
who  is not  subject to  the Mandatory  Retirement Age  requirements becomes
eligible for an in-service pension under the Salaried Pension Plan.  In such
a  case, the  Participant's  Executive Pension  shall  be redetermined  upon
Termination of Employment, under  procedures applicable to the Participant's
Qualified Pension Benefit as provided under the Salaried Pension Plan.

     2.3(b)    Prior Participants.   All  Participants  who were  retired or
terminated  former  Executives  as of  the  initial  Effective  Date of  the
Executive  Plan shall continue  to be entitled to  receive the benefits they
were receiving or  entitled to receive  under the terms  of the  Predecessor
Plans.   Each other Participant  who retired or  terminated employment on or
after the initial  Effective Date, but before March 22, 1996, shall continue
to  be entitled to receive the benefits he  or she was receiving or entitled
to  receive under  the terms  of the  Executive Plan  as  in effect  at such
Participant's Termination of Employment.

Section 2.4  CFEP Executive

A Participant who is a Select Officer will become a CFEP Executive as of the
date of such Participant's Termination of Employment, provided:

     (a)  the Participant executes  an acknowledgment within the  applicable
election  period  defined in  the acknowledgment,  as  that may  be amended,
confirming  the Participant's intent  to defer Termination  of Employment to
the Intended Termination Month specified in the acknowledgment;

     (b)  the Participant terminates employment  in the Intended Termination
Month or dies while an Employee prior to the Intended Termination Month;

     (c)  the cashout value  of the  Total Benefit determined  by using  the
CFEP  Factor under the  Basic Benefit  formula in  Section 3.3,  the Officer
Minimum  Benefit formula  under  Section 3.4,  or  the Officer  Supplemental
Benefit formula under  Section 3.6,  whichever is the  greatest, is  greater
than   the  balance  of  the   Participant's  Executive  Account   at    the
Participant's Termination of Employment; and

     (d)  the  Participant  (or  surviving  spouse,  in  the  event  of  the

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Participant's  death) elects to receive a cashout payment of the accelerated
transition benefit payable under the Salaried Pension Plan.

SECTION 3.  EXECUTIVE PENSION

Section 3.1  Amount

The  Executive Pension payable to a Participant at the Participant's Annuity
Start  Date shall  be equal  to the  Participant's Total  Benefit determined
under Section  3.2  below, reduced  by the  Participant's Qualified  Pension
Benefit.    The Executive  Pension  payable  to the  surviving  spouse  of a
Participant who  dies before his or her Annuity Start Date shall be equal to
the  surviving spouse's  Total  Benefit determined  under  Section 6  below,
reduced  by  the  surviving  spouse's  Qualified  Pension  Benefit.    If  a
Participant  who dies before his or her  Annuity Start Date does not leave a
surviving  spouse, the  Executive Pension  attributable to  such Participant
shall be equal to the excess, if any, of the Participant's Executive Account
over his or  her Account under the Salaried Pension  Plan, determined at the
distribution date, and shall be payable to the Participant's estate.

Section 3.2      Applicable Formula for Total Benefit

The Total Benefit  of a Participant  who is an  Executive at Termination  of
Employment shall be computed as follows:

     3.2(a)  Participant on March 22, 1996.

          (1)  The Total Benefit of an  Existing Participant payable at  the
Participant's  Annuity Start Date shall be determined under whichever of the
following  formulas would provide the  greatest benefit when  expressed as a
monthly pension for  the Participant's life commencing  at the Participant's
Termination of Employment:

               (A)  the  Basic  Benefit  under  Section   3.3,  if  eligible
therefor;

               (B)  the  Officer  Minimum  Benefit  under  Section  3.4,  if
eligible therefor;

               (C)  the Cash Balance Benefit under Section 3.5; or

               (D)  the Officer Supplemental Benefit under Section 3.6.

          (2)  If an Existing Participant other than a Participant described
in paragraph (1)  above is also a CFEP Executive,  the Total Benefit payable
at  the Participant's Annuity Start Date shall be determined under whichever
of the  following formulas would provide  the greatest cashout  value at the
Participant's Termination of Employment determined by using the CFEP Factor:

               (A)  the  Basic  Benefit  under  Section  3.3,   if  eligible
therefor;

               (B)  the  Officer  Minimum  Benefit  under  Section  3.4,  if
eligible therefor; or

               (C)  the Officer Supplemental Benefit under Section 3.6.

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          (3)  The Total Benefit determined under  Section 3.3 or 3.4  shall
be  reduced for  early payment  as provided  in the  applicable section.   A
Participant's Qualified Pension Benefit  shall be reduced for early  payment
to the extent  provided under  the Salaried Pension  Plan.  A  Participant's
Executive Pension  shall be  paid in the  form and at  the time  provided in
Section 4  and may be subject  to special increases as  described in Section
3.7 below.

     3.2(b)      Participation Commences  after Effective  Date.   The Total
Benefit  payable at  the Annuity  Start Date  of an  Employee who  becomes a
Participant after June 30, 1996 shall be the Cash Balance Benefit determined
under Section 3.5 at the Participant's Annuity Start Date.

     3.2(c)    Participant  Not    An   Executive  At  Retirement.     If  a
Participant is not an Executive at his or her Termination of Employment, but
was  an  Executive during  some  previous  period,  the Participant's  Total
Benefit  shall be determined as set forth  in this Section 3.2, except that,
to the extent applicable, (i) the  Years of Credited Service under the Basic
Benefit shall  be  determined as  though  the Participant's  Termination  of
Employment  occurred  on the  date  that  he or  she  ceased  serving as  an
Executive,  (ii) the  Participant  shall not  be  eligible  for  the Officer
Minimum Benefit or the Officer Supplemental Benefit, and (iii) the Executive
Pension  shall not be subject to  special increases under Section 3.7 below.
The Participant's actual service and age shall be used under Section  3.3(c)
to  determine the appropriate early  payment discount for  the Regular Basic
Benefit.

Section 3.3  Basic Benefit

The Basic Benefit is the sum  of the Participant's Regular Basic Benefit and
his or her Imputed Basic Benefit.

     3.3(a)  Eligibility  for Regular Basic Benefit.  An  Employee who is or
was  an  Executive shall  be eligible  for a  Regular  Basic Benefit  if the
Participant is eligible for a Qualified Pension Benefit.

     3.3(b)  Amount of Regular Basic Benefit.  A Participant's Regular Basic
Benefit shall be a monthly pension equal to:

               (1)  two percent (2%)  of the sum of  the Participant's Final
Average  Monthly Base Pay   determined over the  60-month period ending June
30,  1996 or, if earlier, the Participant's Termination of Employment during
the period beginning March 22, 1996 and ending June 30, 1996, and his or her
Final Average Monthly STIP Awards determined over the 60-month period ending
June  30, 1996 or, if  earlier, the Participant's  Termination of Employment
during  the  period  beginning March  22,  1996 and  ending  June  30, 1996;
multiplied by

               (2)  the Participant's  Years of Credited Service  as of June
30, 1996 or, if earlier,  as of the Participant's Termination of  Employment
during the period beginning March 22, 1996 and ending June 30, 1996.

A  Participant's Regular Basic Benefit  shall be adjusted  for early payment
under Section 3.3(c) below.

          3.3(c)    Adjustments to Regular Basic  Benefit.  A  Participant's

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Regular   Basic  Benefit  shall  be   adjusted  as  follows   based  on  the
Participant's service at his or her Termination of Employment.

               (1)  Early  Payment.  A discount  equal to 1/12th  of 2% will
apply for each full  or partial month down to  age 50 prior to the  month in
which the Participant is at  least 55 with a Term of Employment  of not less
than 20 years or,  if earlier, the date on which the Employee is at least 65
with a Term of Employment of  not less than five years.  If  the Participant
is less  than 50 at  his or her  Annuity Start Date,  an additional discount
equal to 1/12th of  4% will apply for each full or partial month down to age
45 prior to the month in which the Participant is 50.  If the Participant is
less than 45 at his or her Annuity Start Date, a further additional discount
equal  to 1/12th of  8% will apply  to each full  or partial month  down the
Participant's  age at his  or her Annuity  Start Date prior  to the month in
which the Participant is 45.

               (2)  Exceptions.    No  adjustment   shall  be  made  if  the
Participant has at least 10 Years of  Officer Service and if, at the time of
his or her Termination of  Employment, the Participant is at least  55 years
of age and is an  Officer.  In addition, no adjustment shall be  made if the
Participant's Term of Employment is at least 30 years; the Participant is at
least 55  with  a Term  of Employment  of not  less  than 20  years; or  the
Participant is at least 65 and vested under the Salaried Pension Plan.

               (3)  Minimum and  Window Benefits.   A  Participant's Regular
Basic Benefit shall  not be  increased for any  minimum or early  retirement
window benefit that may be available  under the Salaried Pension Plan unless
the  Executive  Plan  is  amended  accordingly.      In  no  event  shall  a
Participant's Regular Basic Benefit at his or her Annuity Start Date be less
than the  Regular Basic  Benefit accrued  under  the Executive  Plan at  any
earlier time, determined as though the Participant had terminated employment
at  the earlier  time and as  though the  Executive Plan had  always been in
existence.

     3.3(d)  Eligibility for Imputed Basic Benefit.  A Participant who was a
PacTel Employee  before the Separation Date shall be eligible for an Imputed
Basic  Benefit  if he  or she  received  allocations of  basic,  variable or
transition contributions  under the  PacTel Retirement Plan  while deferring
compensation under the Pacific Telesis Group Executive Deferral Plan.

     3.3(e)  Amount of Imputed Basic Benefit.  A Participant's Imputed Basic
Benefit shall be  a monthly pension whose Present Value at the Participant's
Annuity Start Date is equal to:

          (1)  the sum  of the amounts  actually deferred under  the Pacific
Telesis  Group Executive Deferral Plan attributable to base salary and Short
Term Incentive  Plan awards for each  year between January 1,  1987, and the
Separation Date multiplied by  the sum of the basic, variable and transition
contribution rates  in effect under the  PacTel Retirement Plan for  each of
those years; plus

          (2)  Interest on  such contributions to  the Participant's Annuity
Start Date.

Section 3.4  Officer Minimum Benefit


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The Officer Minimum Benefit provides a monthly pension to certain Executives
who serve as Officers.

     3.4(a)   Eligibility  for Officer  Minimum Benefit.   A  Participant is
eligible for an Officer Minimum Benefit if:

          (1)  the Participant  became an  Officer on or  before January 24,
1992;

          (2)  the  Participant  completes  at  least 10  Years  of  Officer
Service at his or her Termination of Employment;

          (3)  at  the time  of his  or her  Termination of  Employment, the
Participant is at least 55 years of age and is an Officer; and

          (4)  in the case of  a Participant whose Years of  Officer Service
were  interrupted  for  any  period  of  longer  than six  (6)  months,  the
Participant thereafter completes at least 5 Years of Officer Service.

     3.4(b)  Amount of  Officer Minimum Benefit.  An  eligible Participant's
Officer Minimum Benefit shall be a monthly pension equal to:

          (1)  45%  of the sum of  the Officer's Final  Average Monthly Base
Pay and Final Average Monthly STIP Award determined over the 60-month period
ending  June 30,  1996  or, if  earlier,  the Participant's  Termination  of
Employment  during the period beginning March 22,  1996, but ending June 30,
1996; reduced by

          (2)  the  sum of the Officer's PacTel Account Benefit, if any, and
PacTel Pension Benefit, if any.

The  percentage in  paragraph (1) above  shall be  increased by 1%  (up to a
maximum of 50% for 15 or more Years of Officer Service)  for each whole Year
of Officer Service  that an  Officer has completed  as of June  30, 1996  in
excess  of 10  Years of Officer  Service.   The percentage  in paragraph (1)
shall not be increased beyond 45% for any Years of Officer Service completed
after June 30, 1996.

Section 3.5  Cash Balance Benefit

The Cash Balance Benefit of a Participant shall be a monthly pension payable
for  the  Participant's  life   determined  by  dividing  the  Participant's
Executive  Account  described in  subsection  (a)  below  at the  applicable
determination  date  by the  product  of the  Standard Factor  based  on the
Participant's age and 12.  For purposes of determining which benefit formula
provides the largest Total Benefit  under Section 3.2(a)(1), the  applicable
determination date shall be the Participant's Termination of Employment.  If
a Participant's Total Benefit  at the Annuity Start Date is determined under
the  cash balance  benefit formula,  the applicable  determination date  for
computing the amount payable shall be the Participant's Annuity Start Date.

     3.5(a)  Executive Account.   A hypothetical Executive Account  shall be
established for each  Employee who is  a Participant on  or after March  22,
1996.  As of any determination  date, the value of a Participant's Executive
Account shall be equal to the sum of:


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          (1)  the   Pay-based  credits   allocated  to   the  Participant's
Executive Account under subsection (b) below:

          (2)  to  the  extent  the  Participant is  eligible,  the  opening
account balance credited under subsection (c) below;

          (3)  any benefit  in the nature of a  cash balance benefit that is
transferred to  the Executive Plan  from the Mid-Career  Plan or the  Excess
Plan that  is credited  under subsection  (e) on behalf  of an  Employee who
becomes a Participant; and

          (4)  Cash Balance Interest credited under subsection (d).

     3.5(b)   Pay-based Credits.   As of  the end  of each month  after June
1996, a Participant's  Executive Account  shall be credited  with an  amount
equal to  the sum  of the  Participant's Basic  Rate and  Supplementary Rate
times the Participant's Pay for such month to the extent such Pay represents
compensation for services performed as an Executive.

     3.5(c)  Opening Balance.  An opening balance will be  established as of
the Effective Date for each Existing Participant.  The amount of the opening
balance will be the sum of (w) times (z) and (x) times (y) times (z) where:

          (w)  is  the  percentage factor  from  the  Accumulation Table  in
Appendix A to the Salaried  Pension Plan based on the  Participant's service
as of June 30, 1996;

          (x)  is the Participant's Supplementary Rate;

          (y)  is  the  percentage factor  from  the  Accumulation Table  in
Appendix  B based on  the Participant's service  as of June  30, 1996, which
shall  include any service that could be  bridged (as that term is described
under the Salaried Pension Plan) as of June 30, 1996; and

          (z)  is the Participant's Cash Balance Conversion Pay.

     3.5(d)  Interest Credits.  As of the end of each month after June 1996,
a  Participant's Executive  Account  shall  be  credited with  Cash  Balance
Interest on the balance in such account at the beginning of such month.

     3.5(e)  Transferred Benefits.

          (1)  Mid-Career Plan Participant.  An Employee who is appointed to
an Officer position while  a participant in the Mid-Career Plan  shall cease
participation in such  plan as of the effective date  of the appointment and
immediately  become  a Participant  in the  Executive  Plan.   The Executive
Account established for such a Participant shall be credited with the sum of
the  Participant's Mid-Career  Account  under the  Mid-Career  Plan and  the
Participant's  Total Account  under  the  Excess Plan  as  of  the date  the
Employee becomes covered under the Executive Plan.   Benefits payable at the
Participant's Termination  of Employment shall  be paid under  the Executive
Plan  and the  Salaried  Pension Plan,  and  the Participant  shall  have no
further right to benefits under the Mid-Career Plan or the Excess Plan.

          (2)  Other  Promoted Employees.    If an  Employee  who is  not  a
participant in the Mid-Career  Plan is designated as an  eligible Executive,

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such  Employee shall become  a Participant in  the Executive Plan  as of the
effective  date of the designation.   The Executive  Account established for
such an Employee shall be credited  with the balance of the Employee's Total
Account under  the Excess Plan as  of the date the  Employee becomes covered
under the Executive Plan.  Benefits payable at the Participant's Termination
of Employment  shall  be paid  under  the Executive  Plan and  the  Salaried
Pension Plan, and  the Participant shall  have no further right  to benefits
under the Excess Plan.

     3.5(f)  Service Proration.

          (1)  A  Participant's  Executive Account  shall  be reduced  under
paragraph  (2) below at the Participant's Termination of Employment prior to
determining  the  applicable  formula   and  the  benefit  payable   if  the
Participant:

               (A)  is an Existing Participant, or

               (B)  was  a participant in  the Mid-Career Plan  on March 22,
1996  or after  March 22, 1996,  but before  July 1,  1996, and subsequently
becomes a Participant in the Executive Plan,

and  the   Participant's  Termination   of  Employment  occurs   before  the
Participant attains age  55 and completes not less than  10 Years of Officer
Service  or has  a Term  of Employment  of  not less  than 20  years or,  if
earlier,  occurs before  the Participant attains  age 65  and has  a Term of
Employment of not less than five years.

          (2)  The Executive Account of a Participant described in paragraph
(1)   above,  to  the  extent   attributable  to  the   application  of  the
Participant's  Supplementary  Rate, shall  be  reduced  by multiplying  such
portion by a fraction determined under  (x) or (y) below, whichever produces
the lower reduction, where:

               (x)  is   a  fraction,   the  numerator   of  which   is  the
Participant's actual Years of Officer  Service at Termination of Employment,
and the denominator of which is the  number of Years of Officer Service  the
Participant would have completed if  the Participant had remained in service
until attaining age 55 and completing 10 Years of Officer Service; and

               (y)  is   a  fraction,   the  numerator   of  which   is  the
Participant's actual  years and months in  his or her Term  of Employment at
Termination of  Employment, and the  denominator of  which is the  number of
years   and  months  that  the  Participant  would  have  completed  if  the
Participant had remained in service until attaining age 55 and having a Term
of Employment of not less than 20 years.

Section 3.6  Officer Supplemental Benefit

The  Officer  Supplemental Benefit  provides  a monthly  pension  to certain
Executives who serve as Officers.

     3.6(a)    Eligibility.    A  Participant  is  eligible  for  a  Officer
Supplemental Benefit if the Participant:

          (1)  is an Existing Participant;

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          (2)  completes not less than 10 Years of Officer Service  or has a
Term of Employment of not less than 20 years; and

          (3)  at  the time  of his  or her  Termination of  Employment, the
Participant is not less than 55 years of age and is an Officer.

     3.6(b)  Amount.  An eligible Participant's Officer Supplemental Benefit
shall be a  fixed dollar amount  that restores a  certain percentage of  the
monthly pension, determined as of July 1, 1996, that would have been payable
under the Salaried Pension Plan and the Executive Plan as in effect at March
21,  1996 as of the date  the Participant attained age  55 and completed not
less than  10 Years of Officer Service  or a Term of  Employment of not less
than 20 years.

Section 3.7  Special Increases

Unless the Committee determines otherwise, an Executive Pension payable as a
monthly pension shall  be increased by  the same percentage and  pursuant to
the same terms and conditions as set forth in the Salaried  Pension Plan for
ad hoc increases to monthly pensions for retired Participants or their joint
annuitants.

SECTION 4.  DISTRIBUTION

Section 4.1  Pensions

     4.1(a)   Time of Payment.   A Participant's Executive Pension  shall be
paid or  commence as of the Participant's Annuity Start Date, subject to the
Committee's discretion to determine another time or times of payment.

     4.1(b)   Form  of Payment.   Subject  to the Committee's  discretion to
determine another form of payment, a Participant may elect, prior  to his or
her Termination of Employment, one of the payment forms listed in paragraphs
(1) through (3) for his or her Executive Pension.

          (1)  A  single life  annuity providing  monthly payments  over the
Participant's life in the  amount determined under Section 3,  including any
adjustment for early payment.

          (2)  A joint and survivor annuity providing monthly payments equal
to  90%  of  the   amount  payable  under  paragraph  (1)   above  over  the
Participant's life, with a survivor benefit to the surviving spouse equal to
50% of  the monthly pension payable  during the Participant's lifetime.   If
the spouse dies during the Participant's lifetime, the Participant's monthly
pension shall be increased to 100%  of the single life annuity payable under
paragraph (1) above  as of the month following the month in which the spouse
dies.

          (3)  120  equal  monthly payments.    The  amount of  the  monthly
payment shall be determined  by dividing the cashout value  determined under
subsection (d)  below (using  the  Standard Factor  or the  CFEP Factor,  as
applicable)  by a  conversion  factor  supplied  by  the  actuaries  of  the
Executive Plan.   If the Participant dies before receiving all payments, the
monthly  payments shall continue to  be paid to  the Participant's surviving
spouse unless the surviving  spouse makes a written election to  receive the
present value  of the  remaining  payments in  a lump  sum  payment and  the

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                                    <PAGE>

Committee  consents.   If  no spouse  survives,  the  present value  of  the
remaining payments (determined by  using the Applicable Interest Rate  as of
the effective date of the payment) shall be paid to the Participant's estate
as soon as practicable after the Participant's death.

     4.1(c)  Committee's Final  Determination.  If the Participant  does not
elect one of the alternative forms of payment listed in subsection (b) above
before his  or her Termination of  Employment, or if the  Committee does not
consent  to  the  form  of  payment elected  by  the  Participant,  then the
Committee shall determine,  in its sole discretion, the form  of payment for
the Participant's Executive  Pension and the  appropriate adjustment to  its
amount.

     4.1(d)    Lump  Sum  Determination.   If  the  Committee,  in its  sole
discretion, determines that a Participant's Executive Pension shall  be paid
in a lump sum, the amount of such benefit shall be calculated as follows:

          (1)  If the  Participant's Total  Benefit is determined  under the
Cash  Balance Benefit formula, the  Executive Pension payable  as a lump sum
shall  equal  the excess  of the  Participant's  Executive Account  over the
Participant's Account under the Salaried Pension Plan.

          (2)  If the  Participant's Total  Benefit is determined  under the
Basic  Benefit formula, the Officer  Minimum Benefit formula  or the Officer
Supplemental Benefit formula, and  the Participant is not a  CFEP Executive,
the Executive Pension payable as a lump sum shall equal the Present Value of
the Participant's Total  Benefit under the applicable  formula determined by
using  the Standard Factor  for the Participant's  age at  the Annuity Start
Date less the Participant's  Qualified Pension Benefit.  If  the Participant
is a CFEP Executive, the Executive Pension payable as a lump sum shall equal
the  Present Value of the  Participant's Total Benefit  under the applicable
formula  determined by using the CFEP Factor  at the Annuity Start Date less
the Participant's Qualified Pension Benefit.

     4.1(e)    Limitation.   Notwithstanding  subsection  (b)  above,  if  a
Participant receives his or her Qualified Pension Benefit as a lump sum, and
the  lump sum value  of his or  her benefits under  all nonqualified pension
plans sponsored by  the Company, including the Executive Plan,  is less than
$50,000 at the Participant's Annuity Start Date, the Participant's Executive
Pension shall be paid to the Participant in  a lump sum at the same time  as
the Participant's Qualified Pension Benefit.

Section 4.2  Notification Of and Application For Benefits

The Plan  Administrator may notify the  Participant of the amount  of his or
her Executive Pension and may require the Participant to apply for  benefits
under the Executive Plan.

Section 4.3  Deferred Payment Date

If  a Participant's Qualified Pension  Benefit is payable  as an accelerated
transition benefit, and  the Participant  fails to consent  to an  immediate
distribution as of his or her Annuity Start Date, the commencement of his or
her Executive Pension also shall be delayed, and any unpaid monthly benefits
under this Executive Plan from the  Annuity Start Date to the date  that the
Executive Pension  actually starts shall  be paid  to the  Participant in  a

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                                    <PAGE>

single sum without interest when payment commences.

Section 4.4  Death Following Annuity Start Date

If a Participant dies before the  Executive Pension commences, but after his
or her Annuity Start Date (so that a surviving spouse benefit is not payable
under Section  6), the Participant's Executive Pension  shall be paid in the
form previously elected, or  deemed elected under Section 4.1(b)  as soon as
practicable after  the Participant's death, unless  the Committee determines
another time and  form of payment.   If the Participant  had elected a  life
annuity, unpaid  monthly benefits from the Participant's  Annuity Start Date
to the date of death shall be payable to the Participant's estate or to such
other person or persons as are entitled to the Participant's property  under
applicable  law.   If  the  Participant had  elected  a joint  and  survivor
annuity,  unpaid monthly benefits from the  Participant's Annuity Start Date
to the date of death  shall be payable to the Participant's  joint annuitant
and  the survivor  portion of  such annuity  shall be  payable to  the joint
annuitant as of the date of the Participant's death.

SECTION 5.  WELFARE BENEFITS FOR CERTAIN PARTICIPANTS

Section 5.1  Eligibility

A Participant is  eligible for benefits under this section  after his or her
Termination of Employment if he  or she is not eligible for  retiree welfare
benefit coverage under the Company's group welfare benefit plans but is:

     (a)  at least  62 years of age  at Termination of Employment  and has a
Term of Employment of at least 5 years; or

     (b)  at  least  55  years  of  age and  an  Officer  at  Termination of
Employment and has at least 10 Years of Officer Service.

Section 5.2  Benefits

An eligible  Participant under Section 5.1  above shall be  entitled to life
insurance benefits which  are equivalent  to the benefits  which would  have
been  provided to the Participant  under the Company's  group life insurance
plans  if he  or she  had  been eligible  for  a service  pension under  the
Salaried Pension  Plan as  in effect at  March 21,  1996.   In addition,  an
eligible Participant under Section 5.1(b) above shall be entitled to medical
and dental benefits  which are equivalent to  the benefits which  would have
been  provided  to the  Participant under  the  Company's group  medical and
dental benefit plans  if he or she  had been eligible for  a service pension
under the Salaried Pension Plan as in effect at March 21, 1996.

SECTION 6.  DISTRIBUTION AT PARTICIPANT'S DEATH

Section 6.1  Dies After Annuity Start Date

If the Participant cashed out his  or her Executive Pension before death, no
additional  benefits  shall  be payable  under  the  Executive  Plan at  the
Participant's  death  except  as  provided  in  Section  7,  to  the  extent
applicable.  If  the Participant was receiving his or  her Executive Pension
in the form of a monthly pension under  a single life annuity at his or  her
death, all  payment shall  cease as of  the end  of the  month in which  the

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                                    <PAGE>

Participant's death  occurs.  If  the Participant was  receiving his  or her
Executive Pension as a joint and survivor annuity, or under  the 120 monthly
payment option  at death, payment of the Executive Pension shall continue as
provided in Section 4.1(b)(2).

Section 6.2  Dies Before Annuity Start Date

     6.2(a)    Existing  Participants.    If  an  Existing Participant  dies
before his  or her Annuity  Start Date, the  Total Benefit of  the surviving
spouse shall be determined as provided in this subsection (a).

          (1)  Amount.   If an Existing Participant was not a Select Officer
described in subparagraph (2) below  at his or her death, the  Total Benefit
at the  surviving spouse's Annuity Start Date shall be the Regular Surviving
Spouse Benefit under Section 6.3(a) below if such benefit, determined at the
Participant's death,  is  greater than  the  Surviving Spouse  Cash  Balance
Benefit under Section 6.4(a) when expressed as a monthly pension payable for
the life of  the surviving  spouse, commencing at  the Participant's  death.
The Total  Benefit at the surviving spouse's Annuity Start Date shall be the
Surviving Spouse Cash Balance Benefit under Section 6.4(a)  if such benefit,
determined at the Participant's death, is greater than the Regular Surviving
Spouse  Benefit under  Section 6.3(a)  when expressed  as a  monthly pension
payable   for  the  life  of   the  surviving  spouse,   commencing  at  the
Participant's death.

          (2)  Select Officer  Benefit.   If an  Existing Participant was  a
Select  Officer   at  his    or   her  death,  had  executed   the  required
acknowledgment  described in Section  2.4 within the  applicable period, but
died  prior  to the  Intended Termination  Month,  the Participant  shall be
deemed a CFEP Executive.   In that case, the Total Benefit  of the surviving
spouse of such  a Participant at the  surviving spouse's Annuity  Start Date
shall be the cashout value of Regular Surviving Spouse Benefit under Section
6.3(a), determined at the  Participant's death by using the CFEP  Factor, if
such  amount is  greater  than the  balance  of the  Existing  Participant's
Executive  Account at the Participant's death.  Otherwise, the Total Benefit
at  such spouse's  Annuity Start  Date shall  be  the Surviving  Spouse Cash
Balance Benefit under Section 6.4.

     6.2(b)    New  Hires.    If  a  Participant,  other  than  an  Existing
Participant, dies before  his or her  Annuity Start Date, the  Total Benefit
payable  at the surviving spouse's Annuity Start Date shall be the Surviving
Spouse  Cash Balance Benefit under  Section 6.4(a), provided  such spouse is
eligible for a Qualified Plan Benefit.

     6.2(c)    No Surviving Spouse.  If no spouse survives a Participant, an
amount equal to  the excess of the Participant's  Executive Account over his
or her Account under the Salaried Pension Plan, determined as of the date of
distribution,  shall  be  paid  to  the  Participant's  estate  as  soon  as
practicable after the Participant's death.

Section 6.3  Regular Surviving Spouse Benefit

     6.3(a)  Amount.  The Regular Surviving Spouse Benefit determined at the
applicable date  shall be  equal to  the survivor portion  of the  joint and
survivor  annuity that  would  have been  payable  under the  Basic  Benefit
formula, the Officer  Minimum Benefit formula,  or the Officer  Supplemental

                                     12








                                    <PAGE>

Benefit  formula, as applicable,  if the  Participant had  started receiving
such benefit in the form of a joint and survivor annuity  on the day of  his
or  her death and  then immediately died.   For this purpose,  the joint and
survivor annuity  shall be deemed to  be 90% of the  monthly pension payable
over the Participant's life under Section 3.3, 3.4 or 3.6, as applicable.  A
Participant's pension determined under Section 3.3 (Basic Benefit)  shall be
adjusted  for early payment to the extent applicable under Section 3.3(c)(1)
except if, at the time of his or her  death, the Participant was an Employee
and (i) had  attained age 65 and was vested in  his or her Qualified Pension
Benefit or  (ii) had a Term  of Employment of not  less than 15  years.  For
purposes of  determining the applicable formula for  computing the surviving
spouse  benefit of  an Existing  Participant at  the spouse's  Annuity Start
Date,   the  applicable  determination  date   shall  be  the   day  of  the
Participant's  death.   For  purposes  of  determining  the  amount  of  the
surviving spouse benefit  payable at  the spouse's Annuity  Start Date,  the
applicable  determination date shall be the surviving spouse's Annuity Start
Date.

     6.3(b)  Special Increases.  Unless the  Committee determines otherwise,
a surviving spouse benefit payable as  a monthly pension under this  Section
6.3 shall be increased by the same percentage and pursuant to the same terms
and  conditions set forth  in the Salaried  Pension Plan for  ad hoc benefit
increases  to  surviving spouses,  provided  the surviving  spouse  would be
entitled to an automatic  survivor annuity under  the terms of the  Salaried
Pension Plan as in effect at March 21, 1996.

Section 6.4  Surviving Spouse Cash Balance Benefit

     6.4(a)  Amount. The Surviving Spouse Cash Balance Benefit determined at
the applicable date shall be a monthly pension for the life of the surviving
spouse of a Participant, determined  by dividing the Participant's Executive
Account by the product of the Standard Factor for the surviving spouse's age
at  the  Participant's  death and  12.    For  purposes  of determining  the
applicable   formula  for  computing  the  surviving  spouse  benefit  of  a
Participant at the spouse's Annuity Start Date, the applicable determination
date  shall  be  the day  of  the  Participant's  death.   For  purposes  of
determining  the surviving spouse  benefit payable  at the  spouse's Annuity
Start Date,  the applicable  determination  date is  the surviving  spouse's
Annuity Start Date.

     6.4(b)   Special Increases. Unless the  Committee determines otherwise,
the   surviving  spouse benefit  payable  as a  monthly  pension under  this
Section 6.4  shall be increased by  the same percentage and  pursuant to the
same terms and conditions set forth in  the Salaried Pension Plan for ad hoc
benefit increases to the monthly pensions of surviving spouses, provided the
surviving  spouse would be entitled  to an automatic  survivor annuity under
the terms of the Salaried Pension Plan as in effect at March 21, 1996.

Section 6.5  Form and Time of Payment

     6.5(a)  General  Rule.  The  Executive Pension payable  to a  surviving
spouse shall  be  equal  to the  Regular  Surviving Spouse  Benefit  or  the
Surviving  Spouse  Cash Balance  Benefit,  as  applicable,  reduced  by  the
surviving spouse's  Qualified Pension Benefit.   Subject to  the Committee's
discretion to determine  another time  and form of  payment, such  Executive
Pension  shall be payable as a monthly pension for the life of the surviving

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                                    <PAGE>

spouse, commencing as of the surviving spouse's Annuity Start Date.

     6.5(b)   Exception.  Notwithstanding the general rule in subsection (a)
above,  a surviving spouse  of a  Participant who dies  prior to  his or her
Annuity Start  Date may elect,  within the  election period that  applies to
payment of his  or her benefits under the Salaried  Pension Plan, to receive
his or her Executive Pension  in 120 equal monthly payments, subject  to the
Committee's discretion to determine another form.  The amount of the monthly
payment under  the 120  payment option shall  be determined by  dividing the
cashout value of  the Executive  Pension, determined by  using the  Standard
Factor or CFEP Factor,  as applicable (with respect to an  Executive Pension
based  on  a  Regular  Surviving  Spouse  Benefit)  or  the  excess  of  the
Participant's  Executive Account  over the  Participant's Account  under the
Salaried  Pension Plan  (with respect  to an  Executive  Pension based  on a
Surviving Spouse Cash Balance  Benefit) by a conversion factor,  which shall
be provided by the actuaries of the Executive Plan.  If the surviving spouse
dies  before  receiving all  payments, the  present  value of  the remaining
payments will be paid to the spouse's estate in a lump sum.

     6.5(c)    Limitation.    Notwithstanding  subsection  (a)  above,  if a
surviving spouse  receives his or  her Qualified  Pension Benefit as  a lump
sum, and the lump  sum value of his or  her benefits under all  nonqualified
pension plans sponsored  by the  Company, including the  Executive Plan,  is
less  than $50,000  at  the  surviving  spouse's  Annuity  Start  Date,  the
surviving spouse's Executive Pension  shall be paid to the  surviving spouse
in a lump sum  at the same time as the  surviving spouse's Qualified Pension
Benefit.

     6.5(d)   Lump  Sum  Determination.    If the  Committee,  in  its  sole
discretion, determines  that a surviving spouse's Executive Pension shall be
paid  in a  lump sum,  the amount  of such  benefit shall  be calculated  as
follows:

          (1)  If the  Executive Pension  payable at the  surviving spouse's
Annuity Start Date is  based on the  Surviving Spouse Cash Balance  Benefit,
the lump  sum amount shall equal  the excess of  the Participant's Executive
Account  over the Participant's Account  under the Salaried  Pension Plan at
such date.

          (2)  If the  Executive Pension  payable at the  surviving spouse's
Annuity Start Date is based on the Regular Surviving Spouse Benefit, and the
Participant is  not deemed a  CFEP Executive at  death, the lump  sum amount
shall equal  the Present Value of such benefit, reduced by the Present Value
of the surviving spouse's  Qualified Plan Benefit, both determined  by using
the Standard  Factor for the  surviving spouse's  age at  the Annuity  Start
Date.  If  the Participant is deemed  a CFEP Executive at his  or her death,
the  lump sum amount shall equal the  Present Value of such benefit, reduced
by the Present Value  of the surviving spouse's Qualified Plan Benefit, both
determined by  using the CFEP Factor  for the surviving spouse's  age at the
Annuity Start Date.

SECTION 7.  DEATH BENEFITS

Section 7.1  Eligibility and Waiver

The beneficiary of a Participant who dies as an Executive, or who dies after

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                                    <PAGE>

Termination of Employment if the Participant was an Executive at the time of
his or her Termination of Employment, shall be eligible for  a death benefit
under the Executive Plan if  the beneficiary is eligible for  death benefits
under  the Salaried Pension Plan.  If a Participant is deemed to have waived
a sickness or pensioner death benefit  under the Salaried Pension Plan, then
the associated death benefit under  the Executive Plan also shall be  deemed
to have been waived.

Section 7.2  Benefits

Except as otherwise provided in this section  (or elsewhere in the Executive
Plan), the death benefits provided by the Executive Plan shall be determined
and  administered  in the  same manner  and subject  to  the same  terms and
conditions as the accident,  sickness and pensioner death  benefits provided
under the Salaried Pension Plan.

     7.2(a)  Determination of Amount.  The amount of a sickness, accident or
pensioner death benefit provided by the Executive Plan shall be equal to one
times  the Participant's Final Annual Pay, reduced by the sickness, accident
or pensioner death benefit payable with respect to the Participant under the
Salaried Pension  Plan, as  applicable.   In the case  of a  pensioner death
benefit   payable  under  the  Executive  Plan,  the  amount  based  on  the
Participant's  Final Annual Pay shall be  subject to the same reductions, if
any,  which are applied to  the Participant's pensioner  death benefit under
the Salaried Pension Plan.

     7.2(b)   Form and Time of  Payment.  The Committee  shall determine, in
its sole discretion, the time and form of payment for any death benefit paid
under the Executive Plan.

     7.2(c)   Beneficiary.   The Participant's  beneficiary for  purposes of
this Section 7 shall be the beneficiary under the Salaried Pension Plan.

SECTION 8.  RIGHTS TO BENEFITS

Section 8.1  Entitlement to Benefits.

A  Participant's Executive  Pension  shall  be based  on  the  terms of  the
Executive  Plan in  effect at  the Participant's Termination  of Employment.
Entitlement  to  a surviving  spouse benefit   under  Section  6 or  a death
benefit  under Section  7  shall accrue  on  the date  such  benefit becomes
payable.  Except as otherwise provided in the Executive Plan, entitlement to
other benefits described in the  Executive Plan shall accrue on the  date of
the Participant's Termination of Employment.

     8.1(a)  Assignment or Alienation.  Except to the extent consistent with
the  requirements  of  section  206(d)(3)  of  ERISA  relating  to qualified
domestic  relations orders, no assignment or alienation of pensions or other
benefits under the Executive Plan will be permitted or recognized.

     8.1(b)   Payments to Others.  Benefits  payable to an individual unable
to execute a proper receipt may be paid to another person in accordance with
the standards and procedures established under the Salaried Pension Plan.

Section 8.2  Effect of Reemployment


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                                    <PAGE>

If a former Executive who is receiving an Executive Pension again becomes an
Employee of any Participating Company, the monthly pension otherwise payable
under  the Executive  Plan  during  the  period  of  reemployment  shall  be
suspended  and forfeited.    At the  Executive's  subsequent Termination  of
Employment,  his  or  her  Executive  Pension   shall  be  recalculated,  as
determined by the  Committee, in  the manner prescribed  under the  Salaried
Pension  Plan  and the  Excess  Plan  for  redetermining pensions  following
reemployment and  for  adjusting  such pensions  for  prior  Executive  Plan
payments.

Section 8.3  Forfeiture for Misconduct

Notwithstanding any other provision of the Executive Plan, all or a  portion
of the benefits  that a Participant  or his or  her surviving spouse,  joint
annuitant  or beneficiaries would otherwise be eligible to receive under the
Executive Plan  may be forfeited,  in the  sole discretion of  the Company's
Board  of Directors,  if the  Participant is  discharged by  a Participating
Company for cause or a determination is  made by the board of directors of a
Participating  Company  that  the   Participant  engaged  in  misconduct  in
connection with his or her employment by that Participating Company.

Section 8.4  Waiver in Absence of Claims Release

In  case of  an  accident resulting  in  the death  of  a Participant  which
entitles  his or  her beneficiaries  to death  benefits under  the Executive
Plan,  the beneficiaries shall, prior to the  payment of any death benefits,
sign  a release  releasing the  Company or  other Participating  Company, as
applicable,  from all  claims  and demands  which  the Participant  and  the
beneficiaries  had or may have against it  on account of the accident, other
than claims  for benefits under the  Executive Plan or under  any other plan
maintained by  the Company or a Participating Company.  If any persons other
than  the beneficiaries under the Executive Plan might legally assert claims
against a Participating Company on account of  the death of the Participant,
no  death  benefit shall  be  due  or payable  until  there  have also  been
delivered  to  the Committee  good and  sufficient  releases of  all claims,
arising from  or growing  out of  the death of  the Participant,  which such
other persons might legally  assert against the Participating Company.   The
Committee,  in its discretion, may require that the releases described above
also  release any other company  connected with the  accident, including any
company  participating in the Executive  Plan or the  Salaried Pension Plan,
and  any company  with  which  arrangements  have  been  made,  directly  or
indirectly, for the interchange  of benefit obligations as described  in the
Salaried Pension Plan.   The determination of whether or not a  death is due
to accident for purposes of this Section  8.4 shall be made by the Committee
in the manner provided in the Salaried Pension Plan.

Section 8.5  Waiver by Damage Claims or Suits

Should  a claim  be presented  or suit  brought against  the Company  or any
Participating Company, other than  under the Executive Plan, for  damages on
account of the  death of an individual who was at  any time a Participant in
the Executive Plan, no  death benefits shall be payable  under the Executive
Plan except as provided in Section 8.6 below or unless the Committee, in its
sole  discretion and  upon  such  terms as  it  may  prescribe, waives  this
provision after withdrawal of the claim or dismissal of the suit.


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                                    <PAGE>

Section 8.6  Offset for Judgment or Settlement

In case any judgment is  recovered against any Participating Company  or any
settlement  is made  of any  claim or  suit on  account of  the death  of an
individual who was at any time a  Participant in the Executive Plan, and the
amount  paid to  the beneficiaries  who would  have received  death benefits
under the Executive Plan is less than what would otherwise have been payable
under the Executive Plan, the difference between the two amounts may, in the
sole discretion of the Committee, be distributed to the beneficiaries.

Section 8.7  Offset for Payments Under Law

If any  benefit becomes payable  to a  Participant or his  or her  surviving
spouse,  joint annuitant  or beneficiaries  under any  law  now in  force or
hereafter enacted,  and if the Committee  determines that it is  of the same
general character as a benefit provided by the Executive Plan, then only the
excess, if any,  of the amount  prescribed in the  Executive Plan above  the
amount of the payment prescribed by law shall be payable under the Executive
Plan.  In those cases where the existence of an excess  is not ascertainable
by  mere  comparison  because   of  such  factors  as  differences   in  the
beneficiaries or the  time or methods of payment,   the Committee shall have
sole discretion  to determine whether or  not any excess exists  and to make
any adjustments  necessary to carry out  in a fair and  equitable manner the
spirit of this provision.  Notwithstanding the foregoing, no benefit payable
under the  Executive Plan  shall be  reduced by reason  of any  governmental
benefit  or pension payable on account of  military service, or by reason of
any benefit provisions  of the Social Security Act other  than those related
to disability.

SECTION 9.  SOURCE OF BENEFIT PAYMENTS

Section 9.1  Participating Company Liability

Where a Participant's Term of Employment includes service with more than one
Participating Company, or with  one or more Participating Companies  and one
or  more   non-participating   corporations  or   partnerships,   the   last
Participating Company to employ the Participant as an Executive prior to his
or her Termination  of Employment  with entitlement to  a benefit  hereunder
shall be primarily liable for  the full benefit payable under the  Executive
Plan.  However, if for any reason the primarily liable Participating Company
fails  to  make timely  payment  of  an amount  due  to or  on  behalf  of a
Participant, the Company shall  be secondarily liable for the  obligation to
pay the amount due.  A Participating Company's withdrawal from participation
shall  not  affect that  company's liability  hereunder.   In  addition, the
liability of a Participating Company shall  not be affected by any action or
inaction (on the part of the Participant, his or her surviving spouse, joint
annuitant  or beneficiaries, or any  company) with respect  to amounts owed,
including but  not limited to  the granting of  extensions of time  or other
indulgences, the failure  to make timely demand, the failure  to make timely
payment or the failure to give notices of any type, other than as prescribed
in Section 10.4.

Section 9.2  All Benefits Unfunded

All  benefits  payable under  the  Executive  Plan shall  be  paid  from the
Company's  or   Participating  Company's  operating  expenses,  through  the

                                     17








                                    <PAGE>

purchase  of insurance  from  an  insurance  company,  or  through  a  trust
established by the Company and/or the other Participating Companies for this
purpose, as the Company may determine.

Section 9.3  No Right to Company Assets

Neither  an Executive nor  any other person  shall acquire by  reason of the
Executive Plan any right in or title to any assets, funds or property of the
Company or any other Participating  Company, including, without limiting the
generality  of the foregoing, any  specific funds, trust  accounts or assets
which any Participating Company, in its sole  discretion, may earmark or set
aside  in  anticipation  of  a  liability  under  the  Executive  Plan.    A
Participating Company's  obligation to pay  any amounts under  the Executive
Plan shall be unfunded as  to the Executive whose rights shall be those of a
general unsecured creditor.

SECTION 10.  ADMINISTRATION

Section 10.1  Plan Sponsor

The Company shall  be the  sponsor of  the Executive  Plan as  that term  is
defined in ERISA.

Section 10.2  Plan Administrator

The Executive Vice  President-Human Resources  of the Company  shall be  the
Plan Administrator as that term is defined in ERISA.  The Plan Administrator
shall  have the specific  powers granted to  him elsewhere  in the Executive
Plan and shall also have such  other powers as may be necessary in  order to
administer  the  Executive Plan  in his  sole  discretion, except  for those
powers granted  or provided to be  granted to others by  the Executive Plan.
The  Plan  Administrator shall  determine conclusively  for all  parties all
questions arising in the  administration of the Executive Plan  and, insofar
as permitted by applicable law, any decision of the Plan Administrator shall
not be subject to further review.  The Plan Administrator, acting in his  or
her absolute  discretion, shall have the duty and authority to interpret and
construe the provisions of  the Executive Plan and  to decide all  questions
which  may arise  or be raised  under the  Executive Plan  by any Executive,
Participant, former Participant, beneficiary  or any other person including,
but not  limited to all questions relating  to eligibility to participate in
the Executive Plan, the amount of service accrued by the Participant and the
amount  of the  Executive  Pension to  which  a Participant  or  his or  her
beneficiary may be entitled.

Section 10.3  Procedure To Approve and Deny Claims

The  Committee shall  have  sole  discretion  to  determine  the  rights  of
Participants  (or  their  surviving   spouses,  joint  annuitants  or  other
beneficiaries)  to  benefits under  the  Executive  Plan, and  to  authorize
disbursements  under the Executive  Plan.  In all  questions relating to age
and service  for eligibility for any  benefit under the Executive   Plan, or
relating  to service and rates of pay for determining benefits payable under
the Executive Plan, the decisions of the Committee, based upon the Executive
Plan  and  upon the  records of  the  Participating Companies  employing the
individual, shall be  final insofar  as permitted  by applicable  law.   The
Committee may adopt such  rules of procedure as it may find  appropriate.  A

                                     18








                                    <PAGE>

claim for  benefits under the  Executive Plan shall be  deemed denied unless
the decision of  the Committee is sent within 90 days  of its receipt of the
claim (or  within 180 days, if  the Committee extends the  time by notifying
the  claimant in writing of the special circumstances requiring an extension
and the date by  which the decision is expected).   If a claim is  denied in
whole or part by the Committee, it shall send a written decision stating (i)
the  specific reasons for the denial, making specific reference to pertinent
provisions  of the Executive Plan; (ii) what additional information, if any,
would help perfect the claim for benefits; and (iii) what steps the claimant
must take to submit the claim for review.

Section 10.4  Review Procedure

The Board  of Directors  of  the Company  shall serve  as  the final  review
committee, under the Executive Plan and  ERISA, for the review of all claims
appealed  by Participants (or  their surviving spouses,  joint annuitants or
other  beneficiaries) whose initial claims for benefits have been denied, in
whole or  in part, by  the Committee.   Within 60 days  after the date  of a
denial  by the Committee,  the claimant may  file a written  request for the
Board of Directors  of the Company to  review the denial.  Such  request for
review  must  be made  in a  timely manner  for the  purpose of  seeking any
further review of  a decision or  determining any  entitlement to a  benefit
under  the Executive Plan.   In such a  case, the Board of  Directors of the
Company shall conduct a full and fair review of the Committee's decision and
notify  the claimant  in  writing of  the  review decision,  specifying  the
reasons  for the decision and the provisions  of the Executive Plan on which
it is based.  A  claim shall be deemed denied unless the  decision on appeal
is sent within 60 days (or within 120 days, if the Board of Directors of the
Company extends the time to respond by notifying the claimant  in writing of
the special circumstances requiring an extension of time).

Section 10.5  Further ERISA Rights

Any  Participant (or surviving spouse, joint annuitant or other beneficiary)
whose claim for benefits has been denied upon review shall have such further
rights  as are  provided  in  section  503  of  ERISA  and  the  regulations
thereunder.    The  Company, the  Board  of  Directors of  the  Company, the
Committee and the  Executive Vice President-Human  Resources of the  Company
shall  retain such rights,  authority and discretion as  are provided or not
expressly limited by section 503 of ERISA and the regulations thereunder.

Section 10.6  Named Fiduciaries

The  Company,  each Participating  Company, the  Board  of Directors  of the
Company, the Committee  and the Executive Vice  President-Human Resources of
the Company are each a named fiduciary to the Executive Plan as that term is
used in ERISA  with respect  to the particular  duties and  responsibilities
allocated to each of them.  Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Executive Plan.

Section 10.7  Allocation of Responsibilities

The Company, the  Committee, the Executive Vice President-Human Resources of
the  Company and each Participating  Company may designate  in writing other
persons to carry out their  respective responsibilities under the  Executive
Plan  and may  employ  persons  to  advise  them with  regard  to  any  such

                                     19








                                    <PAGE>

responsibilities.

Section 10.8  Administrative Expenses

The  expenses of administering the Executive Plan shall be apportioned among
the Participating Companies, as determined by the Plan Administrator.

SECTION 11.  AMENDMENT AND TERMINATION

Section 11.1  Plan Amendment

The Company may from  time to time  make any changes  in the Executive  Plan
which  it  deems appropriate,  with or  without  notice to  Participants, by
appropriate  action of  its  Board  of Directors.    In addition,  the  Plan
Administrator,  with the  approval  of the  Executive Vice  President--Human
Resources and  General Counsel of the  Company, shall be authorized  to make
minor  or administrative changes  to the Executive Plan,  as well as changes
dictated by the requirements of federal or state statutes applicable  to the
Company or  authorized or  made desirable  by  such statutes.   However,  in
recognition  of  the  reliance  placed  upon  the  Executive  Plan  and  its
contractual  nature in inducing the change in position caused by retirement,
any  such  change or  modification  shall  not result  in  the  cessation or
reduction of benefits to  retired individuals or their surviving  spouses or
joint  annuitants,  nor shall  such modification  affect  the rights  of any
individual to  any benefit to  which he  or she may  have previously  become
entitled under the Executive Plan.

Section 11.2  Plan Termination

At any time, for any reason, and with or without notice to Participants, the
Company  retains the right  to terminate the  Executive Plan in  whole or in
part by appropriate action of its Board of Directors, and each Participating
Company retains the  right to  withdraw from  the Executive  Plan.   Neither
termination  of the Executive Plan nor withdrawal by a Participating Company
shall  result  the  cessation  or  reduction  of  benefits  to  any  retired
Participant  (or his  or  her surviving  spouse,  joint annuitant  or  other
beneficiary), or affect the rights of any individual to any benefit to which
he or she may have  previously become entitled under the Executive Plan.   A
Participating Company's withdrawal from  participation shall not affect that
company's liability to  provide benefits  to a Participant  as described  in
Section 9.1 of the Executive Plan.

SECTION 12.  DEFINITIONS

     "Annuity Start  Date" means the  date as of which  the Participant's or
surviving spouse's Qualified Pension Benefit commences or is paid.

     "Applicable Interest Rate" has  the same meaning as under  the Salaried
Pension Plan.

     "Basic  Benefit" means  the  Total Benefit  determined under  the Basic
Benefit formula, as set forth in Section 3.3.

     "Basic Rate" means the  uniform percentage (5%) of a  Participant's Pay
or Cash Balance Conversion  Pay (as applicable) that is used  in conjunction
with  a Participant's  Supplementary Rate to  determine the  ongoing monthly

                                     20








                                    <PAGE>

Pay-based allocations credited to a  Participant's Executive Account and  to
construct the opening balance of a Participant's Executive Account.

     "Cash Balance  Benefit" means  the Total  Benefit determined  under the
cash balance benefit formula, as set forth in Section 3.5.

     "Cash Balance Conversion Pay" means a Participant's base pay for the 12
months ending June 30,  1996 (or, if earlier, the  Participant's Termination
of Employment after March 22, 1996, but before July 1, 1996), whether or not
deferred, plus the Participant's  Final Average Monthly STIP Awards  for the
12   months  ending  June  30,  1996  (or,  if  earlier,  the  Participant's
Termination of  Employment after March  22, 1996, but before  July 1, 1996),
whether or not  deferred.  Any changes  in the rate  of base pay during  the
applicable computation period shall be taken into account.

     "Cash  Balance Interest" means the monthly rate of interest which, when
compounded, equals the effective  annual rate of interest applicable  to 30-
year Constant  Maturity Treasury  securities for  the second  calendar month
preceding the calendar quarter containing the relevant  month, provided that
in  no event shall the annualized rate exceed 9% in any year through the end
of the year 2000.

     "Cashout Factor" has  the same  meaning as under  the Salaried  Pension
Plan.

     "CFEP Executive" means a  Select Officer who meets the  requirements of
Section 2.4.

     "CFEP Factor"  means the Cashout Factor that  would have applied if the
CFEP  Executive had terminated employment as of December 30, 1996, but based
on such Participant's age at his or her Annuity Start Date.

     "Committee" means the Compensation and Personnel Committee of the Board
of Directors of the Company.

     "Company" means  Pacific Telesis  Group, a  Nevada corporation,  or its
successors.

     "Effective Date" means,  with respect  to the initial  adoption of  the
Executive Plan,  July 1, 1995.   The  Effective Date of  this amendment  and
restatement is July 1, 1996.

     "Employee"  has the same meaning as under the Salaried Pension Plan.

     "Employer Group" has  the same  meaning as under  the Salaried  Pension
Plan.

     "ERISA" means the Employee  Retirement Income Security Act of  1974, as
it may be amended from time to time.

     "Excess Plan" means the Pacific Telesis Group Excess Benefit Plan.

     "Executive"  means an Officer of any Participating Company or any other
Employee who  is designated by  the Committee  to be within  a Participating
Company's executive group for purposes of the Executive Plan.


                                     21








                                    <PAGE>

     "Executive Account" means the unfunded bookkeeping  account established
for  each Participant  to  record  the  opening account  balance,  Pay-based
allocations and  Cash Balance Interest credits determined under Section 3.5.
An  account shall  be  maintained solely  for  record keeping  purposes  and
without segregation of any assets.

     "Executive Pension" means the pension determined under Section 3.1.

     "Executive Plan" means the Pacific Telesis Group Executive Supplemental
Cash Balance Plan.

     "Existing Participant"  means an  Executive who  was  a Participant  on
March 22, 1996, or who became  a Participant after March 22 1996, but  on or
before June 30, 1996.

     "Final Annual Pay,"  which is used in determining the  death benefit in
Section  7.2(a)(1), means the Participant's annual rate of base pay (whether
or not deferred) on the last  day he or she was  on the active payroll of  a
Participating  Company  plus  the  Participant's annual  Standard  Award  as
determined under the Short Term Incentive Plan on the last day he or she was
on the active payroll.

     "Final  Average Monthly  Base Pay,"  which is  used in  determining the
Regular Basic Benefit in  Section 3.3(b)(1) and the Officer  Minimum Benefit
in Section 3.4(b)(1), means  the average of the Participant's  monthly rates
of base pay, whether or not deferred, for the applicable period.

     "Final  Average Monthly STIP Award,"  as used in  Section 3.3(b)(1) and
Section 3.4(b)(1) means the average of the Participant's Monthly STIP Awards
for the applicable period.

     "Intended Termination Month" means the month specified by the Committee
following the close of the merger between the Company and SBC Communications
Inc., as it may be amended by agreement of the parties.

     "Interest"  means hypothetical  earnings on  an account  balance, which
shall be  calculated in the manner  determined by the Committee  in its sole
discretion.  The  Committee may, but is not required  to, calculate Interest
based  on  the interest  rate  used  to calculate  the  Present  Value of  a
Participant's Executive Pension as of a Participant's Annuity Start Date.

     "Joint  Venture Employer"  has the  meaning set  forth in  the Salaried
Pension Plan.

     "Mandatory Retirement Age" means age 65 for those Participants who meet
the requirements of section 12(c)(1) of the Age Discrimination in Employment
Act of 1967, as amended ("ADEA"); or as  permitted under the ADEA, for those
Participants for whom age  is a bona fide occupational  qualification within
the meaning of  section 4(f)(1) of the  ADEA.  There  shall be no  Mandatory
Retirement Age for other Participants, if any.

     "Mid-Career  Account"  means  the  hypothetical   unfunded  bookkeeping
account established for a participant in the Mid-Career Plan.

     "Mid-Career Plan" means  the hypothetical unfunded bookkeeping  account
established for a participant in the Mid-Career Plan.

                                     22








                                    <PAGE>

     "Mid-Career  Plan"  means the  Pacific  Telesis  Group Mid-Career  Cash
Balance Plan.

     "Monthly STIP Award" means, for  any month in a calendar year,  1/12 of
the Participant's annual  Standard Award  (whether or not  deferred) as  set
forth under  the Short Term Incentive Plan  for that calendar year.   In the
case of Participants who were  Employees on the Separation Date and  who had
participated in  the  PacTel  Corporation Short  Term  Incentive  Plan,  the
Monthly  STIP  Award for  any  month  before  April  1,  1994,  during  such
participation  means 1/12 of  the Participant's annual  standard award under
the PacTel Corporation Short Term Incentive Plan, as adjusted for changes in
position rate.

     "Officer"  means an individual elected or appointed to, and serving in,
one or more of the following positions:

     (1)  a position with the Company described in the bylaws of the Company
as that of an officer, other than an assistant officer position;

     (2)  a  position with Pacific Bell  described in the  bylaws of Pacific
Bell as that of an officer, other than an assistant officer position; or

     (3)  a  position with any Participating  Company for which  there is in
effect a specific designation  by the Committee  that the position shall  be
considered  to  be that  of  an  Officer for  purposes  of  the benefit  and
retirement plans.

An  Officer also means  a named  Employee of  any Participating  Company for
which there  is in effect a  specific designation by the  Committee that the
named Employee shall be included in the definition of "Officer" for purposes
of the benefit and retirement plans.

     "Officer Minimum Benefit" means the Total Benefit determined  under the
Officer Minimum Benefit formula, as set forth in Section 3.3.

     "Officer Supplemental Benefit" means the Total Benefit determined under
the Officer Supplemental Benefit formula, as set forth in Section 3.6.

     "PacTel Account Benefit," which  is used to reduce the  Officer Minimum
Benefit  in Section  3.4(b),means a  monthly pension,  commencing as  of the
Participant's  Annuity Start Date, whose Present Value equals the sum of the
following amounts:

     (1)  the value of the Basic Account under the PacTel Retirement Plan on
the Separation Date, plus Interest to the Annuity Start Date;

     (2)  the value of  the Variable  Account under the  PacTel   Retirement
Plan on the Separation Date, plus Interest to the Annuity Start Date;

     (3)  the value of  the Transition Account  under the PacTel  Retirement
Plan on the Separation Date, plus Interest to the Annuity Start Date;

     (4)  the  amount of  all withdrawals  and distributions  made  from the
Basic, Variable  and Transition  Accounts under  the PacTel  Retirement Plan
prior to the Separation Date,  plus Interest from the date of  withdrawal to
the Annuity Start Date; and

                                     23








                                    <PAGE>

     (5)  the value  of the  Participant's accounts attributable  to Company
contributions  under  the PacTel  Corporation  Excess Benefit  Plan  and the
PacTel  Corporation Deferred  Compensation Plan  as of the  Separation Date,
other than  Company "matching" contributions,  plus Interest to  the Annuity
Start Date.  (As of the Separation Date, assets and liabilities attributable
to these  plans  were  transferred  to the  AirTouch  Communications  Excess
Benefit Plan.)

     "PacTel  Employee"  means a  Participant  who  was employed  by  PacTel
Corporation  or  any  of   its  subsidiaries  (if  such  subsidiary   was  a
participating  company in  the  PacTel Corporation  Employees Pension  Plan)
before the Separation Date.

     "PacTel Pension Benefit," which  is used to reduce the  Officer Minimum
Benefit  in Section 3.4(b),  means the sum of the pensions payable at age 65
that  were  accrued   as  of   the  Separation  Date   under  the   AirTouch
Communications Employees Pension  Plan (other than any pension payable under
Supplements  A,  B and  C  of that  plan)  and  the AirTouch  Communications
Supplemental Executive  Pension  Plan, except  that  each pension  shall  be
adjusted  for early payment, under  the terms of  its plan in  effect at the
Separation Date, as if the Participant's annuity under the plan commenced on
the Participant's Annuity  Start Date under  those plans,  if received as  a
service  pension, or on the Annuity Start  Date under this Plan, if received
as a vested pension.

     "PacTel Retirement Plan" means the defined contribution plan maintained
by the  Company before the Separation  Date for the benefit  of employees of
PacTel  Corporation and its  subsidiaries.  Its  formal name  was the PacTel
Corporation  Retirement  Plan.   (As  of  the  Separation  Date, assets  and
liabilities  attributable to  this  plan were  transferred  to the  AirTouch
Communications Retirement Plan).

     "Participant"  means  an  Employee  described  in  Section 2.1  of  the
Executive  Plan and, to the extent  that other Employees who participated in
the Executive Plan  or a  Predecessor Plan are  specifically included,  such
other Employees.

     "Participating Companies"  mean the Company and  each other corporation
or partnership that both (a)  participates in the Salaried Pension Plan  and
(b)  has  determined,  with  the  concurrence  of  the  Company's  Board  of
Directors, to participate in this Plan.

     "Pay" means a Participant's base pay, whether or not deferred, plus the
Participant's  Standard Award,  whether or  not deferred.   For  purposes of
determining  the  ongoing  Pay-based  allocations  under  Section  3.5,  the
Standard Award shall be taken into account in the month in which it is paid.

     "Plan Administrator" means the Executive Vice President-Human Resources
of the Company, as set forth in Section 10.2.

     "Predecessor  Plans"  mean the  Pacific  Telesis  Group Executive  Non-
Salaried  Pension Plan,  the  Pacific Telesis  Group Supplemental  Executive
Retirement Plan, and the  minimum pension and related welfare  and surviving
spouse benefit provisions of the  Pacific Telesis Group Executive Disability
and Survivor  Protection  Plan (formerly  called the  Pacific Telesis  Group
Senior  Management Long  Term Disability and  Survivor Protection  Plan). It

                                     24








                                    <PAGE>

also means the predecessor plan to those plans, i.e., the Bell System Senior
Management Non-Salaried Pension Plan.

     "Present Value" means a single sum which is actuarially equivalent to a
monthly  pension commencing  as  of a  specified date  and  payable for  the
Participant's life determined by using Standard Factors.

     "Qualified Pension  Benefit" means  the part  of a Participant's  Total
Benefit payable from the  pension fund associated with the  Salaried Pension
Plan.   Such benefit shall be  adjusted for early payment  if applicable and
further  adjusted  for any  additional  pension actually  payable  after the
Annuity Start Date due to increased limits under section 415 of the Internal
Revenue Code.  However, if  a Participant is not an Executive at  his or her
Termination of Employment and  if nonqualified pension benefits  are payable
under the Excess Plan due to limits under sections 401(a)(17) and 415 of the
Internal Revenue Code, then the term Qualified Pension Benefit, for purposes
of  determining  the  appropriate  offset, shall  include  the  nonqualified
pension  benefits payable  under  the Excess  Plan.   Any  ad  hoc or  other
increases  payable under the Salaried  Pension Plan after  the Annuity Start
Date (other than increases due to section 415 limits) shall  not be included
in the amount of the Participant's Qualified Pension Benefit.

     "Regular  Surviving  Spouse Benefit"  means  the Total  Benefit  of the
surviving spouse of an Existing Participant determined under the formula set
forth in Section 6.3.

     "Salaried Pension  Plan" means the  Pacific Telesis Group  Cash Balance
Pension Plan for Salaried Employees.

     "Select Officer" means a Participant designated by the Committee or its
delegate as providing  services in the position then held by the Participant
that are  critical to the  efficient operation  of the Company  through, and
continuing after, the merger of the Company and SBC Communications Inc.

     "Separation Date" means April  1, 1994, the  date as of which  occurred
the total and  complete separation  of the ownership  of PacTel  Corporation
from the Company.

     "Short  Term Incentive Plan" means the Pacific Telesis Group Short Term
Incentive Plan and its predecessor plan.

     "Standard Award"  shall have  the meaning set  forth in the  Short Term
Incentive Plan, which includes adjustments for changes in position rate.

     "Standard  Factor" has the same  meaning as under  the Salaried Pension
Plan.

     "Supplementary Rate" means the  rate used to construct a  Participant's
opening account balance under  Section 3.5(c) and to make  ongoing Pay-based
allocations to  the Participant's  Executive Account or  Mid-Career Account.
The Supplementary Rate of a Participant hired on or after July 1, 1996 shall
be the  percentage specified in Appendix A based on the Participant's age at
hire, subject to any  inconsistent or overriding provision in  an employment
agreement between the Participant and the Company.
  The Supplementary Rate of an Existing Participant  shall be the rate that,
in  combination with the Participant's Basic  Rate, is designed to provide a

                                     25








                                    <PAGE>

projected Total Benefit under the Executive Plan payable at age 65 that is a
specified percentage of  the projected  Total Benefit that  would have  been
payable  to the  Participant under the  terms of the  Salaried Pension Plan,
Mid-Career  Plan and Executive  Plan as  in effect at  March 21,  1996.  The
Supplementary  Rate  of   each  Existing  Participant   is  defined  in   an
administrative  document held  by Executive  Compensation and  Benefits, the
provisions  of which are effective  as of July  1, 1996, and  not subject to
amendment thereafter.

     "Surviving  Spouse Cash Balance Benefit" means the Total Benefit of the
surviving  spouse of a Participant determined under the cash balance benefit
formula in Section 6.4.

     "Term of Employment" means the  number of years and months  credited to
the  Participant as of the  applicable determination date.   A Participant's
Term  of  Employment  (i) includes  all  periods  that  the Participant  was
employed  by  the Company,  other  companies participating  in  the Salaried
Pension  Plan,  certain Joint  Venture  Employers,  and certain  predecessor
employers; (ii)  does not include  service before a  break in service  until
such  service is  "bridged" as  provided in  the Salaried Pension  Plan; and
(iii)  excludes  any period  of employment  which  was transferred  from the
Salaried  Pension Plan  to  the PacTel  Corporation  Employees Pension  Plan
effective before the Separation  Date and was included in  the Participant's
service recognized by that plan as of the Separation Date.

     "Termination  of Employment" has the same meaning as under the Salaried
Pension Plan.

     "Total Account"  means  the hypothetical  unfunded bookkeeping  account
established for each participant in the Excess Plan.

     "Total  Benefit"  means  the  benefit  payable  to  a  Participant  (or
surviving spouse, in the event of a  Participant's death) under the Salaried
Pension Plan and the Executive Plan.

     "Years of Credited Service" means the number of whole and partial years
credited  to the Participant for purposes of calculating the monthly pension
under the Salaried  Pension Plan except that, as provided  in Section 3.2(c)
above, if  a Participant is  not an Executive at  his or her  Termination of
Employment, the years so credited under the Salaried Pension Plan  after the
Participant  ceased  serving  as an  Executive  shall  be  disregarded.   As
provided under the Salaried Pension Plan  as in effect at March 21,  1996, a
Participant's  Years of Credited Service (i) reflect an adjustment for part-
time  employment;  (ii)  do not  include  periods  of  service  with a  non-
Participating  Company  without  a  transfer  of  assets  and  corresponding
liabilities;  (iii) do not include periods that the Participant was employed
by PacTel  Corporation (and  its subsidiaries) between  January 1, 1987, and
the Separation Date unless the Participant was an Employee on the Separation
Date and  had been a full  accrual participant under the  PacTel Corporation
Employees  Pension  Plan before  the Separation  Date;  (iv) do  not include
periods of service before a break in service until such service is "bridged"
as  provided in  the  Salaried Pension  Plan  (provided, however,  that  for
purposes of  determining a  Participant's Basic  Benefit, Years of  Credited
Service  shall include  any service  that could  be bridged  as of  June 30,
1996);  and (v) are limited to  the greater of 30 years  or the actual years
accrued as of December 31, 1994.

                                     26








                                    <PAGE>

     "Years  of Officer Service" means the  number of whole and partial 365-
day periods during  which the  Participant was continuously  employed as  an
Officer of a Participating Company.   In addition, Years of  Officer Service
include periods of service with other members of the Employer Group or Joint
Venture Employers (non-Participating Companies)  if such service is included
in the  Participant's Term of  Employment and if  the position in  which the
Participant served  at the  non-Participating Company is  designated by  the
Committee  to be the equivalent of an  Officer position for purposes of this
Plan.  Such service with non-Participating Companies shall not be considered
a  break  in the  continuity of  Years of  Officer  Service for  purposes of
Sections 3.3(a) and (b).  If a  Participant has a break in the continuity of
Years of  Officer Service which  does not exceed six  months, service before
and after  the break shall be included in the Participant's Years of Officer
Service.  However, if a Participant is reemployed after a break of more than
six  (6)  months  in  the  continuity  of  Years  of  Officer  Service,  the
Participant's service before the break  shall not be included in his  or her
Years of Officer Service until the Participant completes  5 Years of Officer
Service  after  reemployment.    Subject to  these  break-in-service  rules,
service as an Officer with a company that participated in a Predecessor Plan
before the Separation Date (including PacTel Corporation) shall be  included
in the Participant's Years of Officer  Service, regardless of whether or not
such service is included  in the Participant's Term of Employment  after the
Separation Date.


































                                     27








                                    <PAGE>

                      APPENDIX A -- SUPPLEMENTARY RATE


                                          Percentage of Pay
                   Age at Hire               Allocation
                   -----------            -----------------

                       40                      2.9%
                       41                      3.4%
                       42                      3.9%
                       43                      4.5%
                       44                      5.1%
                       45                      5.8%
                       46                      6.6%
                       47                      7.3%
                       48                      7.9%
                       49                      8.1%
                       50                      8.3%
                       51                      8.6%
                       52                      8.8%
                       53                      9.1%
                       54                      9.3%
                       55                      9.6%
                       56                      9.8%
                       57                     10.1%
                       58                     10.3%
                       59                     10.6%
                       60                     10.9%





























                                     28








                                                               <PAGE>

<TABLE>
                                               APPENDIX B -- OPENING BALANCE FACTORS

                                       Opening Balance Factors Under 1%/8% Cash Balance Plan
                                       (Based on Final Year's Pay and Service as of 6/30/96)

--------------------------------------------------------------------------------------------------------------------------
                                                           Months
      --------------------------------------------------------------------------------------------------------------------
Years     0         1         2         3         4         5         6         7         8         9        10        11
--------------------------------------------------------------------------------------------------------------------------
<S>  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

  0  0.0000    0.0009    0.0017    0.0026    0.0035    0.0043    0.0052    0.0061    0.0069    0.0078    0.0087    0.0095
  1  0.0104    0.0113    0.0122    0.0131    0.0140    0.0149    0.0158    0.0166    0.0175    0.0184    0.0193    0.0202
  2  0.0211    0.0220    0.0229    0.0239    0.0248    0.0257    0.0266    0.0275    0.0284    0.0294    0.0303    0.0312
  3  0.0321    0.0331    0.0340    0.0350    0.0359    0.0369    0.0379    0.0388    0.0398    0.0407    0.0417    0.0426
  4  0.0436    0.0446    0.0456    0.0466    0.0475    0.0485    0.0495    0.0505    0.0515    0.0525    0.0534    0.0544
  5  0.0554    0.0564    0.0574    0.0585    0.0595    0.0605    0.0615    0.0625    0.0635    0.0646    0.0656    0.0666
  6  0.0676    0.0687    0.0697    0.0708    0.0718    0.0729    0.0739    0.0750    0.0760    0.0771    0.0781    0.0792
  7  0.0802    0.0813    0.0824    0.0835    0.0846    0.0857    0.0868    0.0878    0.0889    0.0900    0.0911    0.0922
  8  0.0933    0.0944    0.0956    0.0967    0.0978    0.0989    0.1001    0.1012    0.1023    0.1034    0.1046    0.1057
  9  0.1068    0.1080    0.1091    0.1103    0.1114    0.1126    0.1138    0.1149    0.1161    0.1172    0.1184    0.1195
 10  0.1207    0.1219    0.1231    0.1243    0.1255    0.1267    0.1279    0.1291    0.1303    0.1315    0.1327    0.1339
 11  0.1351    0.1363    0.1376    0.1388    0.1401    0.1413    0.1426    0.1438    0.1450    0.1463    0.1475    0.1488
 12  0.1500    0.1513    0.1526    0.1539    0.1551    0.1564    0.1577    0.1590    0.1603    0.1616    0.1628    0.1641
 13  0.1654    0.1667    0.1681    0.1694    0.1707    0.1720    0.1734    0.1747    0.1760    0.1773    0.1787    0.1800
 14  0.1813    0.1827    0.1840    0.1854    0.1868    0.1881    0.1895    0.1909    0.1922    0.1936    0.1950    0.1963
 15  0.1977    0.1991    0.2005    0.2020    0.2034    0.2048    0.2062    0.2076    0.2090    0.2105    0.2119    0.2133
 16  0.2147    0.2162    0.2176    0.2191    0.2206    0.2220    0.2235    0.2250    0.2264    0.2279    0.2294    0.2308
 17  0.2323    0.2338    0.2353    0.2368    0.2383    0.2398    0.2414    0.2429    0.2444    0.2459    0.2474    0.2489
 18  0.2504    0.2520    0.2535    0.2551    0.2566    0.2582    0.2598    0.2613    0.2629    0.2644    0.2660    0.2675
 19  0.2691    0.2707    0.2723    0.2740    0.2756    0.2772    0.2788    0.2804    0.2820    0.2837    0.2853    0.2869
 20  0.2885    0.2902    0.2919    0.2935    0.2952    0.2969    0.2986    0.3002    0.3019    0.3036    0.3053    0.3069
 21  0.3086    0.3103    0.3120    0.3138    0.3155    0.3172    0.3189    0.3206    0.3223    0.3241    0.3258    0.3275
 22  0.3292    0.3310    0.3328    0.3346    0.3363    0.3381    0.3399    0.3417    0.3435    0.3453    0.3470    0.3488
 23  0.3506    0.3524    0.3543    0.3561    0.3580    0.3598    0.3617    0.3635    0.3653    0.3672    0.3690    0.3709
 24  0.3727    0.3746    0.3765    0.3784    0.3803    0.3822    0.3842    0.3861    0.3880    0.3899    0.3918    0.3937
 25  0.3956    0.3976    0.3995    0.4015    0.4035    0.4054    0.4074    0.4094    0.4113    0.4133    0.4153    0.4172



                                                                 29








                                                               <PAGE>

                                          APPENDIX B -- OPENING BALANCE FACTORS (Cont'd.)


                                       Opening Balance Factors Under 1%/8% Cash Balance Plan
                                       (Based on Final Year's Pay and Service as of 6/30/96)

--------------------------------------------------------------------------------------------------------------------------
                                                           Months
      --------------------------------------------------------------------------------------------------------------------
Years     0         1         2         3         4         5         6         7         8         9        10        11
--------------------------------------------------------------------------------------------------------------------------
<S>  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

 26  0.4192    0.4212    0.4233    0.4253    0.4273    0.4294    0.4314    0.4334    0.4355    0.4375    0.4395    0.4416
 27  0.4436    0.4457    0.4478    0.4499    0.4520    0.4541    0.4562    0.4583    0.4604    0.4625    0.4646    0.4667
 28  0.4688    0.4710    0.4732    0.4753    0.4775    0.4797    0.4819    0.4840    0.4862    0.4884    0.4906    0.4927
 29  0.4949    0.4971    0.4994    0.5016    0.5039    0.5061    0.5084    0.5106    0.5128    0.5151    0.5173    0.5196
 30  0.5218    0.5241    0.5265    0.5288    0.5311    0.5334    0.5358    0.5381    0.5404    0.5427    0.5451    0.5474
 31  0.5497    0.5521    0.5545    0.5569    0.5593    0.5617    0.5641    0.5664    0.5688    0.5712    0.5736    0.5760
 32  0.5784    0.5809    0.5834    0.5859    0.5883    0.5908    0.5933    0.5958    0.5983    0.6008    0.6032    0.6057
 33  0.6082    0.6108    0.6133    0.6159    0.6184    0.6210    0.6236    0.6261    0.6287    0.6312    0.6338    0.6363
 34  0.6389    0.6416    0.6442    0.6469    0.6495    0.6522    0.6548    0.6575    0.6601    0.6628    0.6654    0.6681
 35  0.6707    0.6734    0.6762    0.6789    0.6816    0.6844    0.6871    0.6898    0.6926    0.6953    0.6980    0.7008
 36  0.7035    0.7063    0.7092    0.7120    0.7148    0.7176    0.7205    0.7233    0.7261    0.7289    0.7318    0.7346
 37  0.7374    0.7403    0.7433    0.7462    0.7491    0.7520    0.7550    0.7579    0.7608    0.7637    0.7667    0.7696
 38  0.7725    0.7755    0.7785    0.7816    0.7846    0.7876    0.7906    0.7936    0.7966    0.7997    0.8027    0.8057
 39  0.8087    0.8118    0.8149    0.8181    0.8212    0.8243    0.8274    0.8305    0.8336    0.8368    0.8399    0.8430
 40  0.8461    0.8493    0.8526    0.8558    0.8590    0.8622    0.8655    0.8687    0.8719    0.8751    0.8784    0.8816
 41  0.8848    0.8881    0.8915    0.8948    0.8981    0.9015    0.9048    0.9081    0.9115    0.9148    0.9181    0.9215
 42  0.9248    0.9283    0.9317    0.9352    0.9386    0.9421    0.9455    0.9490    0.9524    0.9559    0.9593    0.9628
 43  0.9662    0.9698    0.9733    0.9769    0.9804    0.9840    0.9876    0.9911    0.9947    0.9982    1.0018    1.0053
 44  1.0089    1.0126    1.0163    1.0199    1.0236    1.0273    1.0310    1.0346    1.0383    1.0420    1.0457    1.0493
 45  1.0530    1.0568    1.0606    1.0644    1.0682    1.0720    1.0759    1.0797    1.0835    1.0873    1.0911    1.0949
 46  1.0987    1.1026    1.1066    1.1105    1.1144    1.1183    1.1223    1.1262    1.1301    1.1340    1.1380    1.1419
 47  1.1458    1.1499    1.1539    1.1580    1.1621    1.1661    1.1702    1.1743    1.1783    1.1824    1.1865    1.1905


</TABLE>




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