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                        AMERITECH MANAGEMENT COMMITTEE
                           SHORT TERM INCENTIVE PLAN



     1.  Purpose. The purpose of the Ameritech Corporation Management Committee
Short Term Incentive Plan (the "Plan") is to provide key executives of Ameritech
Corporation (the "Company") with incentive compensation based upon the
achievement of established annual performance goals.

     2.  Eligibility. The individuals eligible to participate in the Plan (the
"Participants") are the Chief Executive Officer of the Company and each other
executive officer who is for all or any part of a Performance Period (as
hereinafter defined) a member of the Management Committee of the Company. If a
Participant is a member of the Management Committee for less than a full
Performance Period, his or her payout under the Plan for such Performance Period
shall be prorated based on the portion of the Performance Period he or she
served as a member of the Management Committee.

     3.  Performance Periods. Each performance period for purposes of the Plan
shall have a duration of one calendar year, commencing January 1 and ending
December 31.

     4.  Administration. The Compensation Committee of the Board of Directors of
the Company (the "Committee") shall have the full power and authority to
administer and interpret the Plan and to establish rules for its administration.
Such power and authority shall include proration or adjustment of awards in the
case of retirement, termination, changes in base salary, dismissal, death and
other conditions as appropriate.

     5.  Performance Goals. On or before the 90th day of each Performance
Period, the Committee shall establish in writing one or more performance
criteria for the Performance Period, the weighting of the performance criteria
if more than one. The performance criteria shall be quantifiable financial
measures for the Company as a whole and may include net income, earnings per
share, cash flow, revenues, or total shareowner return. To the extent net income
is used alone or as a component of another performance criteria, it shall mean
net income as reported to shareowners, but before losses resulting from
discontinued operations, extraordinary losses (in accordance with generally
accepted accounting principles, as currently in effect), the cumulative effect
of changes in accounting principles and other unusual, non-recurring items of
loss that are separately identified and quantified in the Company's audited
financial statements.

     6.  Target Incentives and Payout Schedule. On or before the 90th day of
each Performance Period, the Committee shall establish in writing a target
incentive

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award for each Participant and a payout schedule specifying the percentages,
ranging from 0% to 150%, of the target awards to be paid for varying levels of
attainment of the financial performance criteria established pursuant to Section
5.

     7.  Incentive Payout Calculation. As soon as practicable after release of
the Company's financial results for the Performance Period, the Committee will
certify the Company's attainment of the financial performance criteria
established for such Performance Period pursuant to Section 5 and will calculate
the possible payout of incentive awards for each Participant under the payout
schedule established pursuant to Section 6.

     8.  Reduction of Calculated Payouts. The Committee shall have the power and
authority to reduce or eliminate for any reason the payout calculated pursuant
to Section 7 that would otherwise be payable to a Participant based on the
established target award and payout schedule.

     9.  Payouts. After calculation of incentive payouts pursuant to Section 7
and any reduction or elimination thereof pursuant to Section 8, the Committee
shall certify the amount of the payout to each Participant under the Plan for
the Performance Period. In no event shall the payout under the Plan to any
Participant for any Performance Period exceed $4.5 million. Payment of the
incentive award determined in accordance with the Plan for each Performance
Period shall be made to a Participant in cash. Awards payable pursuant to the
Plan may be deferred by a Participant under the terms of the Ameritech Senior
Management Supplemental Savings and Deferral Plan in effect from time to time,
provided that awards under the Plan so deferred may not be distributed to the
Participant until the Participant's retirement with a service pension under the
Company's Management Pension Plan or termination of employment.

    10.  Change in Control. If a Change in Control (as defined below) occurs,
then each Participant who is actively employed by the Company on the date of the
Change in Control shall receive, as soon as practicable following the earlier of
his termination of employment or the end of the calendar year in which such
Change in Control occurs, not less than 100% of the target award established for
the Participant pursuant to Section 6 for the Performance Period in which the
Change in Control occurs, subject to upward adjustment based on the criteria
established by the Committee prior to the Change in Control. For purposes of the
Plan, the term "Change in Control" means a change in the beneficial ownership of
the Company's voting stock or a change in the composition of the Company's Board
of Directors which as follows:

     (i)  any "person" (as such terms is used in Section 13(d) and 14(d)(2) of
          the Securities Exchange Act of 1934) other than:

            (A)  a trustee or other fiduciary holding securities under an
                 employee benefit plan of the Company; or

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            (B)  the Participant or any other person acting in concert with the
                 Participant;

            is or becomes a beneficial owner (as defined in Rule 13d-3 under the
            Securities Exchange Act of 1934), directly or indirectly, of stock
            of the Company representing 20% or more of the total voting power of
            the Company's then outstanding stock; provided, however, that this
            paragraph (i) shall not apply to any tender offer made pursuant to
            an agreement with the Company approved by the Company's Board of
            Directors and entered into before the offeror has become a
            beneficial owner of stock of the Company representing 5% or more of
            the combined voting power of the Company's then outstanding stock;

     (ii)   a tender offer is made for the stock of the Company, and the person
            making the offer owns or has accepted for payment stock of the
            Company representing 20% or more of the total voting power of the
            Company's then outstanding stock; provided, however, that this
            paragraph (ii) shall not apply to any tender offer made pursuant to
            an agreement with the Company approved by the Company's Board of
            Directors and entered into before the offeror has become a
            beneficial owner of stock of the Company representing 5% or more of
            the combined voting power of the Company's then outstanding stock;

    (iii)   during any period of 24 consecutive months there shall cease to be a
            majority of the Board of Directors comprised as follows: individuals
            who at the beginning of such period constitute the Board of
            Directors and any new director(s) whose election by the Board of
            Directors or nomination for election by the Company's stockholders
            was approved by a vote of at least two-thirds (2/3) of the directors
            then still in office who either were directors at the beginning of
            the period or whose election or nomination for election was
            previously so approved; or

     (iv)   the stockholders of the Company approve a merger or consolidation of
            the Company with any other company other than:

            (A)  a merger or consolidation which would result in the Company's
                 voting stock outstanding immediately prior thereto continuing
                 to represent (either by remaining outstanding or by being
                 converted into voting stock of the surviving entity) more than
                 70% of the combined voting power of the Company's or such
                 surviving entity's

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                 outstanding voting stock immediately after such merger or
                 consolidation;  or

            (B)  a merger or consolidation which would result in the directors
                 of the Company who were directors of the Company who were
                 directors immediately prior thereto continuing to constitute at
                 least 50% of the directors of the surviving entity immediately
                 after such merger or consolidation.

For purposes of paragraph (iv) above, the phrase "surviving entity" shall mean
only an entity in which all of the Company's stockholders who are stockholders
immediately before the merger or consolidation (other than stockholders
exercising dissenter rights) become stockholders by the terms of the merger or
consolidation, and the phrase "directors of the Company who were directors
immediately prior thereto" shall not include (1) any director of the Company who
was designated by a period who has entered into an agreement with the Company to
effect a transaction described in paragraph (i) or paragraph (iv) above, or (2)
any director who was not a director at the beginning of the 24-consecutive-month
period preceding the date of such merger or consolidation, unless his election
by the Company's stockholders was approved by a vote of at least two-third (2/3)
of the directors who were directors before the beginning of such period.

     11.  Miscellaneous Provisions.

          (a) The Board of Directors shall have the right to suspend or
     terminate this Plan at any time and may amend or modify the Plan with
     respect to future Performance Periods prior to the beginning of any
     Performance Period, provided that no such amendment or modification shall
     materially increase benefits payable to Participants under the Plan unless
     such amendment or modification shall have been approved by the shareowners
     of the Company.

          (b) Nothing contained in the Plan or any agreement related hereto
     shall affect or be construed as affecting the terms of employment of any
     Participant except as specifically provided herein or therein. Nothing
     contained in the Plan or any agreement related hereto shall impose or be
     construed as imposing any obligation on (i) the Company to continue the
     employment of any Participant or (ii) any Participant to remain in the
     employ of the Company.

     12.  Adoption and Duration. The Plan shall become effective as of the first
day of the year in which it is approved by the shareowners of the Company and
the Plan shall remain in effect for a period of five (5) calendar years.

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