AMERITECH CORPORATE RESOURCE
                          DEFERRAL PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)

                                
                  AMERITECH CORPORATE RESOURCE
                          DEFERRAL PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)

                                
                        TABLE OF CONTENTS

SECTION                                                   PAGE

     1    General                                          1
               History, Purpose and Effective Date         1
               Plan Administration                         1
               Non-Alienation                              2
               Source of Benefits                          2
               Notices                                     2
               Applicable Laws                             2
               Gender and Number                           2

     2    Participation                                    2
               Participation                               2
               Plan Not Contract of Employment             3

     3    Deferral of Compensation and Excess Savings Plan Credit 3
               Deferral Requests                           3
               Supplemental Deferrals and Excess Savings Plan Credit    3
               Deferred Amounts - Interest                 5
               Deferred Amounts - Stock Units              5
               Deferred Amount                             6

     4    Payment of Deferred Amounts                      6
               Distribution                                6
               Termination of Employment Prior to Retirement Age  6
               Death                                       7
               Committee Discretion                        7
               Form of Payment                             9
               Change in Control                           9

     5    Amendment or Termination                        11
               Administrative Amendments                  11
               Amendments and Termination                 11
               Participation Rights                       12
               Successors                                 12

                  AMERITECH CORPORATE RESOURCE
                          DEFERRAL PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                            SECTION 1
                                
                             General
                                
     1.1. History, Purpose and Effective Date.   Effective
January 1, 1984, Ameritech Corporation, a Delaware corporation
(the "Company"), established the Ameritech Corporate Resource
Deferral Plan (the "Plan), which was then known as the "Ameritech
Senior Management Incentive Award Deferral Plan", and later known
as the "Ameritech Senior Management Supplemental Savings and
Deferral Plan."  The Plan has two primary purposes. The first is
to enable senior management and certain management employees of
the Company and of any Subsidiary or Affiliate of the Company
which adopts the Plan (an "Employer") to defer the receipt of
salary and incentive compensation awards. The second purpose is
to provide such senior management and certain management
employees an opportunity to receive the full Employer Matching
Contribution and make the full level of contributions permitted
under the Ameritech Savings Plan for Salaried Employees ("Savings
Plan"), both of which might otherwise be limited by certain
sections of the Internal Revenue Code of 1986, as amended  (the
"Code"). The following provisions constitute an amendment,
restatement and continuation of the Plan, effective as of
February 1, 1998 (the "Effective Date").  For purposes of the
Plan, the term "Subsidiary" means any corporation of which the
Company owns at least 50% of the combined voting power of all
classes of stock entitled to vote.  The term "Affiliate" means
any corporation other than a Subsidiary which would be a member
of a controlled group of corporations with the Company under
section 1563(a) of the Code.

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

The Plan Administrator shall grant or deny claims for benefits
under the Plan and authorize disbursements. Adequate notice,
pursuant to applicable law and prescribed Company practices,
shall be provided in writing to any Participant or beneficiary
whose claim has been denied, setting forth the specific reasons
for such denial. The review and appeal procedures for a
Participant or beneficiary whose claim has been denied shall be
the responsibility of the Committee and shall be consistent with
review and appeal procedures set forth in the Savings Plan.

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

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

     1.5. Notices.  Any notice or document required to be given
to or filed with the Plan Administrator shall be considered to be
given or filed if delivered to the Administrator of the Plan or
mailed by registered mail, postage prepaid to the Administrator,
in care of the Company, at 30 South Wacker Drive, Chicago,
Illinois 60606.

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

     1.7. Gender and Number.  Where the context admits, words in
any gender shall include any other gender, words in the singular
shall include the plural and the plural shall include the
singular.
                                
                                
                            SECTION 2
                                
                          Participation

     2.1. Participation.  Each Management Employee (as defined
below) and each Senior Management Employee (as defined below)
shall become a Participant in the Plan as of the earliest date on
which he requests a deferral under subsection 3.1 or 3.2 or is
entitled to an Excess Savings Plan Credit under subsection 3.2.
The term "Management Employee" means a full-time employee on the
active roll of the Company or any Employer  who has attained any
of salary grades CR1 through CR4, Investment Management salary
grades IM10 through IM12, or, if an attorney, either of salary
grades, IV or V.  The term "Senior Management Employee" means an
employee on the active roll of the Company or an Employer who has
attained any of salary grades CR5 through CR9, or who is a member
of the Company's Management Committee, or if an attorney, salary
grade VI.  The terms "Management Employee" and "Senior Management
Employee" also include any individual who was a participant in
the Plan as of Decemer 31, 1994 as long as such individual
continues to meet the requirements to be a Management Employee or
a Senior Management Employee under the Plan as it existed as of
December 31, 1994 or meets such requirements under the Plan as it
exists from time to time after that date.  The term "Senior
Management Employee" also includes a former Senior Management
Employee who no longer meets the requirements to be a Senior
Management Employee, but who has been authorized to retain part
or all of the rights of a Senior Management Employee under the
Plan pursuant to an agreement in writing executed by the Senior
Management Employee and the Senior Vice President - Human
Resources.

     2.2. Plan Not Contract of Employment.   The Plan does not
constitute a contract of employment, and nothing in the Plan will
give any employee or Participant the right to be retained in the
employ of the Company or an Employer, nor the right to any
incentive award, nor any right or claim to any benefit under the
Plan, except to the extent specifically provided under the terms
of the Plan.
                                
                            SECTION 3
                                
                  Deferral of Compensation and
                   Excess Savings Plan Credit

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

     (a)  subject to applicable law, all or any portion (but not
          less than $1,000) of an award to which he may be
          entitled under the Ameritech Long Term Incentive Plan
          or the Company's or Employer's Senior Management Short
          Term Incentive Plan or the Company's Management
          Committee Short Term Incentive Plan (collectively the
          "Incentive Plans" and individually an "Incentive
          Plan"); and
     
     (b)  for any payroll period ending on or after December 31,
          1987, all or any portion, up to 25% of his Base Salary
          for such period

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

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

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

              (i)  4-1/2% of his Base Salary and, to the extent
          such a Participant is in salary    grade CR5 and
          participates in the Management Team Incentive Plan, his
          annual bonuses, for that period; or
 
              (ii) 75% of (A) his aggregate salary allotments
          under the Savings Plan during      that period
          (including his annual bonuses to the extent such a
          Participant is      in salary grade CR5 and
          participates in the Management Team Incentive     Plan)
          and (B) base and supplemental salary deferrals under
          the Plan during     that period;

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

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

              (i)  4-1/2% of his Base Salary and, to the extent
          such a Participant participates in the Management Team
          Incentive Plan, his annual bonuses for that period; or
 
              (ii) 75% of (A) his aggregate salary allotments
          under the Savings Plan during that period (including
          his annual bonuses to the extent such a Participant
          participates in the Management Team Incentive Plan) and
          (B) supplemental salary deferrals under the Plan during
          that period;

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

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

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

     3.4. Deferred Amounts - Stock Units.   Subject to the
provisions of the Plan, for that portion, if any, of any amount
deferred under subsection 3.1 which would otherwise have been
distributed under an Incentive Plan in the form of the Company's
common shares, or as common shares distributed to the Participant
as a Final Distribution with respect to stock options granted on
or after January 16, 1996, under the provisions of the Company's
long term incentive plans, or as a result of an exercise of a
stock option in which the Participant pays the option price by
tendering shares of the Company's common stock in accordance with
the provisions of the Company's long term incentive plans, the
Participant shall be credited with an equivalent number of "Stock
Units" under the Plan.  As of each dividend payment date for the
Company's common shares, each Participant shall be credited with
an additional number of Stock Units which is equal to: (i) the
dividend which would have been paid on such date on that number
of Ameritech common shares which is equal to the number of Stock
Units credited to the Participant under the Plan on the record
date for such dividend, divided by (ii) the Fair Market Value (as
defined below) of an Ameritech common share on such dividend
payment date. For purposes of the Plan, the Fair Market Value of
Ameritech common shares on any dividend payment date shall be the
average of the average daily high and low sale prices of
Ameritech common shares as quoted on the New York Stock Exchange
- Composite Transactions or other principal market quotation
selected by the Committee for the calendar month next preceding
the dividend payment date. In the event of any changes in
outstanding Ameritech common shares by reason of any stock
dividend or split, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate
change, the Company's Board of Directors shall make such
adjustments, if any, that it  deems appropriate in the number of
Stock Units then credited to Participant accounts.  Any and all
such adjustments shall be conclusive and binding upon all parties
concerned.

     3.5  Deferred Amount.   A Participant's "Deferred Amount"
under the Plan as of any date shall mean the amount deferred by
him under subsection 3.1 or deferred or credited to him under
subsection 3.2, each adjusted in accordance with subsections 3.3
and 3.4.
                                
                                
                            SECTION 4
                                
                   Payment of Deferred Amounts

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

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

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

     (a)  If the Deferred Amount, or any portion thereof, has
          begun to be distributed in accordance with
          subsection 4.1 as of the Participant's date of
          death, the balance of the Deferred Amount shall
          continue to be distributed to the beneficiary or
          beneficiaries designated in writing by the
          Participant, or if no designation has been made, to
          the estate of the Participant, with no change in the
          scheduled number of installments.  The first
          installment (or single payment if the Participant
          has one installment remaining as of the date of the
          Participant's death) to be paid to the beneficiary
          (or the estate) shall be paid according to the
          payment schedule in effect as of the date of the
          Participant's death, so that no more than one annual
          payment will be made in any one calendar year; or
     
     (b)  The balance of the Deferred Amount shall be paid in
          one payment or in some other number of approximately
          equal annual installments (not exceeding 10) to the
          beneficiary or beneficiaries designated in writing
          by the Participant, or if no designation has been
          made, to the estate of the Participant.  The first
          installment (or the single payment if the
          Participant has so elected) shall be paid as soon as
          practicable after the last day of the calendar
          quarter during which the Participant's death occurs.

The Participant may change the beneficiary designation and the
form of distribution of deferred funds to the beneficiary at
any time.


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

     (a)  Hardship.  At the request of a Participant or a
          Participant's beneficiary, the Committee may accelerate
          distribution to the extent necessary to meet any
          unanticipated financial need that is caused by an event
          beyond the control of the Participant or beneficiary
          and that would result in severe financial hardship to
          the individual if early withdrawal were not permitted.
     
     (b)  Changed Circumstances.   The Committee may accelerate
          distribution of any Deferred Amount to the extent that
          it determines such acceleration to be in the best
          interests of the Company or Employer because of changes
          in tax or accounting principles or any other reason
          which negates or diminishes the continued value of the
          Deferred Amount to the Company, Employer or
          Participant.
     
     (c)  Involuntary or Force Reduction Termination.   At the
          request of a Participant, the Committee may extend the
          period of distribution for any Deferred Amount as the
          Committee determines to be necessary or appropriate if
          a Participant terminates employment (i) involuntarily,
          (ii) voluntarily or involuntarily under a limited
          program of terminations of employment initiated by the
          Company or an Employer to achieve a specific force
          reduction or (iii) by mutual agreement under an
          individual separation arrangement; provided, that such
          an extension may be authorized only if the
          Participant's request and the Committee's approval of
          that request occur prior to the earlier of (A) the
          Participant's termination of employment or (B) the date
          of distribution would otherwise have commenced.
     
     (d)  Accelerated Distribution. Anything in the Plan to the
          contrary notwithstanding, at the request of a
          Participant, the Committee may accelerate distribution
          of:

          (i)  the entire Deferred Amount of any Participant on
          the active roll of the Company or an Employer whose
          Deferred Amount has not yet begun to be distributed in
          accordance with subsection 4.1;  provided, that (a) the
          Deferred Amount to be distributed shall be paid in a
          lump sum and reduced by six percent (6%), as an early
          withdrawal penalty, (b) the valuation date used to
          determine such early withdrawal penalty shall be the
          most recent valuation date preceding the Committee's
          approval of the accelerated distribution, (c) such
          early withdrawal penalty shall be retained by the
          Company and never distributed to the Participant, and
          (d) the Participant shall be prohibited from
          participating in the Plan for a period of twelve (12)
          consecutive months following the date of the
          Participant's accelerated distribution;
          
          (ii) the entire Deferred Amount of any Participant on
          the active roll of the Company or an Employer whose
          Deferred Amount, or any portion thereof, is currently
          being distributed to the Participant in accordance with
          subsection 4.1;  provided, that (a) the Deferred Amount
          to be distributed shall be paid in a lump sum and
          reduced by six percent (6%), as an early withdrawal
          penalty, (b) such early withdrawal penalty shall be
          determined based upon the Deferred Amount immediately
          prior to the distribution commencement date for the
          first installment payment as elected by Participant in
          accordance with subsection 4.1, valued as of such
          distribution commencement date, (c) such early
          withdrawal penalty shall be retained by the Company and
          never distributed to the Participant, and (d) the
          Participant shall be prohibited from participating in
          the Plan for a period of twelve (12) consecutive months
          following the date of the Participant's accelerated
          distribution; and
          
          (iii)     the entire Deferred Amount of any Participant
          who has retired from employment with the Company, its
          Subsidiaries and Affiliates after attaining eligibility
          for normal or approved early retirement as defined in
          subsection 4.2 and whose Deferred Amount is currently
          being distributed to the Participant in accordance with
          subsection 4.1;  provided, that (a) the Deferred Amount
          to be distributed shall be paid in a lump sum and
          reduced by eight percent (8%), as an early withdrawal
          penalty, (b) such early withdrawal penalty shall be
          determined based upon the Deferred Amount immediately
          prior to the distribution commencement date for the
          first installment payment as elected by Participant in
          accordance with subsection 4.1, valued as of such
          distribution commencement date, and (c) such early
          withdrawal penalty shall be retained by the Company and
          never distributed to the Participant.
          
In no event shall the Committee approve any such request after
having been notified of the Company's insolvency or bankruptcy.


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

     4.6. Change in Control.  Notwithstanding any other
provisions of the Plan, if a Change in Control (as defined below)
occurs, then the entire amount credited to each Participant under
the Plan, including any benefit in pay status, shall be
distributed to him in a lump sum cash payment as soon as
practicable.  At any time prior to a Change in Control, a
Participant may irrevocably waive such lump sum payment by filing
a written waiver with the Plan Administrator in a form acceptable
to the Plan Administrator, in which case the Participant's
benefit under the Plan shall be determined without regard to this
subsection 4.6.  If a Participant waives payment, the amount
credited to the Participant shall be determined as of the date of
the Change in Control with Stock Units being converted to cash
amounts based on the highest fair market value of Common Stock on
any date occurring during the period beginning thirty days prior
to the Change in Control and ending thirty days after the Change
in Control, and such amount shall be credited with interest which
shall accrue for a period of five years from the date of a Change
in Control, or until the distribution date designated by the
participant, if earlier, at a rate no less than the rate in
effect under the Plan on the date of a Change in Control.  For
purposes of the Plan, the term "Change in Control" means a change
in the beneficial ownership of the Company's voting stock or a
change in the composition of the Company's Board of Directors
which occurs as follows:

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

         (i)  a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company; or
 
         (ii) the Participant or any person acting in concert
          with the Participant;

          is or becomes a beneficial owner (as defined in Rule
          13d-3 under the Securities Exchange Act of 1934),
          directly or indirectly, of stock of the Company
          representing 20% or more of the total voting power of
          the Company's then outstanding stock; provided,
          however, that this paragraph (a) shall not apply to any
          tender offer made pursuant to an agreement with the
          Company approved by the Company's Board of Directors
          and entered into before the offeror has become a
          beneficial owner of stock of the Company representing
          5% or more of the combined voting power of the
          Company's then outstanding stock;
     
     (b)  a tender offer is made for the stock of the Company,
          and the person making the offer owns or has accepted
          for payment stock of the Company representing 20% or
          more of the total voting power of the Company's then
          outstanding stock; provided, however, that this
          paragraph (b) shall not apply to any tender offer made
          pursuant to an agreement with the Company approved by
          the Company's Board of Directors and entered into
          before the offeror has become a beneficial owner of
          stock of the Company representing 5% or more of the
          combined voting power of the Company's then outstanding
          stock;
     
     (c)  during any period of 12 consecutive months there shall
          cease to be a majority of the Board of Directors
          comprised as follows: individuals who at the beginning
          of such period constitute the Board of Directors and
          any new director(s) whose election by the Board of
          Directors or nomination for election by the Company's
          stockholders was approved by a vote of at least 80% of
          the directors then still in office who either were
          directors at the beginning of the period or whose
          election or nomination for election was previously so
          approved; or
     
     (d)  the stockholders of the Company approve a merger or
          consolidation of the Company with, or a sale of all or
          substantially all of the Company's assets to, any other
          company other than:
     
         (i)  a merger or consolidation which would result in
          the Company's voting stock outstanding immediately
          prior thereto continuing to represent (either by
          remaining outstanding or by being converted into voting
          stock of the surviving entity) more than 55% of the
          combined voting power of the Company's or such
          surviving entity's outstanding voting stock immediately
          after such merger or consolidation; or
 
         (ii) a merger or consolidation which would result in
          the directors of the Company who were directors
          immediately prior thereto continuing to constitute at
          least a majority of the directors of the surviving
          entity immediately after such merger or consolidation.

For purposes of paragraph (d) above, the phrase "surviving
entity" shall mean only an entity in which all of the Company's
stockholders who are stockholders immediately before the merger
or consolidation (other than stockholders exercising dissenter
rights) become stockholders by the terms of the merger or
consolidation, and the phrase "directors of the Company who were
directors immediately prior thereto" shall not include (A) any
director of the Company who was designated by a person who has
entered into an agreement with the Company to effect a
transaction described in paragraph (a) or paragraph (d) above, or
(B) any director who was not a director at the beginning of the
12-consecutive-month period preceding the date of such merger or
consolidation, unless his election by the Board of Directors or
nomination for election by the Company's stockholders was
approved by a vote of at least 80% of the directors who were
directors before the beginning of such period.


                            SECTION 5
                                
                    Amendment or Termination

     5.1. Administrative Amendments.  Subject to the provisions
of subsection 5.3, the Company's Senior Vice President-Human
Resources, or such other officer of the Company as may from time
to time be primarily responsible for human resource matters, may,
with the concurrence of the Company's Executive Vice President
and General Counsel, make minor or administrative amendments to
the Plan.

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

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

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