AMERITECH  MANAGEMENT EMPLOYEES

                  BENEFIT PROTECTION TRUST



 (As Amended and Restated Effective as of December 1, 1997)
                      TABLE OF CONTENTS
                              
     SECTION                                 PAGE

           1   Establishment, Name and Administration   1
          1.1  Name                                    1
          1.2  Definitions                             1
          1.3  Plans                                   2
          1.4  Plan and Trust Administration           2
          1.5  Change in Control                       2
          1.6  Trust Contributions                     4
          1.7  Minimum Funding Amount                  5

           2   Management and Control of Trust Fund Assets 5
          2.1  The Trust Fund                     5
          2.2  Investment Guidelines and Investment Funds  5
          2.3  Proxies                            6
          2.4  Exercise of Trustee's Duties       6
          2.5  General Powers                     6
          2.6  Administrative Powers              12

           3   Appointment of Investment Managers 13
          3.1  Investment Managers                13
          3.2  Investment Manager Account Cash    13
          3.3  Directions                         14
          3.4  Notice                             14

           4   Establishment of Company Investment Account 14
          4.1  Company Investment Accounts        14

           5   Accounting and Distribution of Trust Assets 15
          5.1  Common Fund                        15
          5.2  Trustee Records and Accounts       15
          5.3  Benefit Payments                   16
          5.4  Withdrawals                        17

           6   Trustee Compensation and Expenses  17
          6.1  Compensation and Expenses          17

           7   Indemnification of Trustee         18
          7.1  Indemnification of Trustee         18




                      TABLE OF CONTENTS
                              
     SECTION                                 PAGE


           8   Trust Fund Assets                      19
          8.1  Reversions to the Company and the
                  Subsidiaries                        19
          8.2  Claims of Creditors                    19
          8.3  Claims of Participants                 20

           9   Adoption by Subsidiaries               20
          9.1  Adoption by and Definition of Subsidiaries 20

           10  Tax Matters                            21
          10.1 Nature of Trust                        21
          10.2 Federal and State Reporting Requirements   2 1
          10.3 Tax Matters                            21

           11  Change of Trustee                      21
          11.1 Resignation                            21
          11.2 Removal of Trustee                     22
          11.3 Duties of Resigning or Removed Trustee
                  and of Successor Trustee            22
          11.4 Additional Trustees                    23

           12  Amendment, Revocation and Termination  23
          12.1 Amendment and Revocation               23
          12.2 Termination                            24

           13    Miscellaneous                        24
          13.1 Disagreement as to Acts                24
          13.2 Persons Dealing with Trustee           24
          13.3 Evidence                               24
          13.4 Waiver of Notice                       24
          13.5 Counterparts                           24
          13.6 Governing Laws                         24
          13.7 Successors, Etc.                       25
          13.8 Service of Legal Process               25
          13.9 Severability                           25
          13.10     Gender and Numbers                25
          13.11     Headings                          25
          13.12     Action by Company and Subsidiaries 25
          13.13     Nonalienation of Benefits         25
              
                AMERITECH MANAGEMENT EMPLOYEES
                  BENEFIT PROTECTION TRUST
                              
 (As Amended and Restated Effective as of December 1, 1997)


     THIS TRUST AGREEMENT, made this _____ day of
__________, 1997, by Ameritech Corporation, a Delaware
corporation (the "Company") on behalf of itself and such of
its subsidiaries and affiliates which have employees and
former employees who may receive benefits from the Trust
(the "Subsidiaries"), and State Street Bank and Trust
Company, a trust company organized under the laws of the
Commonwealth of Massachusetts, as trustee (the "Trustee"),

                      WITNESSETH THAT:

     WHEREAS, the Company and the Subsidiaries have
established or entered into various plans, arrangements and
agreements to provide compensation, employee benefits and
severance payments to or on account of eligible current and
former employees of the Company and the Subsidiaries; and

     WHEREAS, since effective as of January 1, 1989, the
Company and the Subsidiaries have maintained a grantor trust
(as described in section 671 of the Internal Revenue Code of
1986, as amended (the "Code")) known as the Ameritech
Management Employees Benefit Protection Trust to assure such
employees and former employees that the payment of such
amounts will not be improperly withheld in the event of a
Change in Control of the Company (as defined in subsection
1.5); and

     WHEREAS, the Company and the Subsidiaries now wish to
     amend and
restate this Trust in its entirety effective as of December
1, 1997; and

     NOW, THEREFORE, in consideration of the provisions and
mutual covenants in this Trust, is it agreed by and between
the Company on behalf of itself and the Subsidiaries and the
Trustee as follows:

Section 1.     Establishment, Name and Administration

     1.1  Name.  The Company and the Trustee hereby amend
and restate in its entirety the Ameritech Management
Employees Benefit Protection Trust (the or this "Trust")
effective as of December 1, 1997.

     1.2  Definitions.  Unless the context clearly requires
otherwise, any word, term or phrase used in the Trust shall
have the same meaning as is assigned to it under the terms
of the Plans (defined below).

     1.3   Plans.  Subject to the provisions of Section 8,
the Trust has been established to provide for the payment of
compensation, employee benefits and severance benefits after
a Change in Control (as defined herein) to persons entitled
thereto (the "Participants" or "Participant") under the
terms of the plans, arrangements and agreements listed on
Schedule A of this Trust Agreement, which plans,
arrangements and agreements are sometimes referred to below
collectively as the "Plans" and individually as a "Plan".
The Secretary of the Company shall deliver to the Trustee a
certified copy of each Plan document and a copy of any
amendments thereto for convenience of reference, but the
rights, powers and duties of the Trustee shall be governed
solely by the terms of this Agreement without reference to
the provisions of any Plan.  A payment under the Trust to a
Participant shall, for purposes of the Plan, be deemed a
payment under the Plan by the Company or the Subsidiary
responsible for such payment under the Plan.

     1.4  Plan and Trust Administration.  Except as
otherwise provided in subsection 2.2, all directions to the
Trustee under this Trust shall be made by the Compensation
Committee of the Company's Board of Directors (the
"Committee"), and all notices from the Trustee shall be made
to the Committee.  The Secretary of the Company will certify
the names of the members and provide the Trustee with a
specimen signature of each member of the Committee.  The
Trustee may rely on the latest certificate without further
inquiry or verification.  The Committee shall act by a
majority of its then members, by meeting or by writing
(either a single document or concurrent documents) signed
without meeting.  The certificate of a majority of the
members of the Committee that it has taken or authorized any
action shall be conclusive in favor of any person relying on
the certificate.  A Committee member may delegate any of his
rights, powers or duties with respect to the Trust to any
other Committee member who accepts such delegation, provided
that written evidence of the delegation and acceptance are
filed with the Trustee.  Further, as used in this Trust, the
terms "Company", "Committee" or "Asset Management Committee"
("AMC") shall include, where appropriate, any applicable
subcommittee or duly authorized delegate of the Company, the
Committee or the AMC, as the case may be.  Such duly
authorized delegate may be an individual or organization
within the Company, the Committee or the AMC, or may be an
unrelated third party, individual or organization.

     1.5  Change in Control.  For purposes of the Trust, the
term "Change in Control" means a change in the beneficial
ownership of the Company's voting stock or a change in the
composition of the Company's Board of Directors which occurs
as follows:

          (a)  any "person" (as such term is used in
               Sections 13(d) and 14(d)(2) of the Securities
               Exchange Act of 1934), other than a trustee
               or other fiduciary holding securities under
               an employee benefit plan of the Company, 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 subparagraph (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 one of the following occurs:

               (i)  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; or
               
               (ii) three business days before the offer is
                    to terminate (unless the offer is
                    withdrawn first) such person could own,
                    by the terms of the offer plus any
                    shares owned by such person, stock
                    representing 50% or more of the total
                    voting power of the Company's
                    outstanding stock when the offer
                    terminates,
               
               provided, however, that this subparagraph (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 twelve 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 eighty percent (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 fifty-five
                    percent (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 subparagraph (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 subparagraph (a) or subparagraph (d) above, or
(B) any director who was not a director at the beginning of
the twelve-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
eighty percent (80%) of the directors who were directors
before the beginning of such period.  The Secretary of the
Company shall promptly notify the Trustee of the occurrence
of a Change in Control and the circumstances described in
subparagraphs (a), (b), (c) or (d) of this subsection 1.5
under which there is a Change in Control.

     1.6  Trust Contributions.  The Company has contributed
$10,000 to the Trust.  No additional contributions shall be
required of the Company or any Subsidiary prior to a Change
in Control.  The Company and the Subsidiaries, however, at
any time and from time to time, may contribute amounts to
the Trust to be held, invested and distributed in accordance
with the provisions of this Trust.  As soon as possible, but
no later than three business days, after a Change in
Control, the Company shall contribute an amount to the Trust
which is no less than the most recent Minimum Funding Amount
(as defined in subsection 1.7) certified by the Committee to
the Trust.  As soon as possible, but no later than three
business days, after each subsequent Minimum Funding Amount
is certified to the Trust, the Company shall make an
additional contribution of such subsequent Minimum Funding
Amount to the Trust.  Each Subsidiary shall reimburse the
Company for each Minimum Funding Amount which is contributed
to the Trust by the Company but is attributable to the
potential liabilities of the Subsidiary under the Plans.
After a Change in Control has occurred, if the Company fails
to make a timely contribution to the Trust of any Minimum
Funding Amount, the Trustee shall be obligated to commence
legal action to compel the Company to make the contributions
required by this subsection 1.6 unless the Company is
Insolvent (as defined in subsection 8.2).

     1.7  Minimum Funding Amount.  The "Minimum Funding
Amount" as of any date means the amount determined as
follows:

          (a)  the maximum potential liability of the
               Company and each Subsidiary with respect to
               the Plans determined as of that date in
               accordance with the following provisions of
               this subsection 1.7,

                            REDUCED BY

          (b)  the assets of the Trust Fund, if any,
               credited as of that date to the Accounts in
               accordance with the provisions of Section 5.

The maximum potential liability of the Company and each
Subsidiary with respect to each Plan shall be determined and
certified as of the last day of each third calendar year, or
of any interim calendar year in which changes to the
compensation and/or benefit plans of eligible current or
former employees would significantly affect the maximum
potential liability as determined by the Secretary of the
Committee, by an independent actuary (who shall be a Fellow
of the Society of Actuaries selected by the Committee) on
the basis of the employment period and earnings prior to the
date of each individual who is participating in the Plan on
that date and on the basis of the assumptions, if any, set
forth with respect to that Plan on Schedule A and such
actuarial assumptions as the actuary deems reasonable;
provided, however, that after a Change in Control such
actuarial assumptions shall not be changed, if the change
would reduce the maximum potential liability for any Plan
from the amount that would be determined as of the date of
such change using the actuarial assumptions which were
utilized for the last determination of the Minimum Funding
Amount which was certified to the Trustee prior to the
Change in Control.  No later than sixty days after the end
of each such third or interim calendar year, the Committee
shall certify to the Trustee the amount of the maximum
potential liability with respect to the Plans and the
Minimum Funding Amount and shall furnish the Trustee with a
copy of the applicable certificates of the actuary.  In any
year in which a calculation of the maximum potential
liability is not required pursuant to the preceding
sentences, the maximum potential liability shall be
determined by using the prior year's maximum potential
liability.

Section 2.     Management and Control of Trust Fund Assets

     2.1  The Trust Fund.  The term "Trust Fund" means all
property of any
kind held by the Trustee from time to time pursuant to this
Trust.

     2.2  Investment Guidelines and Investment Funds.  Prior
to a Change in Control, the Company's Asset Management
Committee ("AMC") shall have the power to direct the Trustee
with respect to the investment, retention, disposition and
reinvestment of the Trust Fund other than the assets
attributable to the Company or any Subsidiary after the date
on which the Company or such Subsidiary becomes Insolvent.
The AMC shall exercise such discretion with the care, skill,
prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.  Anything
in this Trust to the contrary notwithstanding, after a
Change in Control, the Trustee shall invest the Trust Fund,
directly or through a trust or fund described in subsection
2.5(p), in short-term, fixed income investments, including,
but not limited to, United States Treasury Bills, commercial
paper, broker's acceptances and certificates of deposit.

     2.3  Proxies.  On behalf of itself and the
Subsidiaries, the Company may, from time to time, direct the
Trustee with respect to the handling and voting of proxies
for all or any portion of the securities held in the Trust
Fund, in which case the Trustee shall vote such proxies
solely in accordance with the directions of the Company,
notwithstanding the provisions of subsections 2.5(e) and
3.1.

     2.4  Exercise of Trustee's Duties.  Subject to the
provisions of Section 8, the Trustee shall discharge its
duties hereunder solely in the interest of the Participants
and other persons entitled to benefits under the Plans, and:

          (a)  for the exclusive purpose of:
          
               (i)  providing benefits to or on account of
                    the Participants and other persons
                    entitled thereto under the Plans; and
               
               (ii) defraying the reasonable expenses of
                    administering the Trust; and
          
          (b)  with the care, skill, prudence and diligence
               under the circumstances then prevailing that
               a prudent man acting in a like capacity and
               familiar with such matters would use in the
               conduct of an enterprise of a like character
               and with like aims.
          
     2.5  General Powers.  Subject to the provisions of
subsection 2.2 and subsection 2.4 and Sections 3 and 4, with
respect to the Trust Fund, the Trustee shall have the
following powers, rights and duties in addition to those
provided elsewhere in this Trust or by law:

          (a)  To receive and hold all contributions paid to
               it by the Company or any Subsidiary;
               provided, however, that except as otherwise
               provided in subsection 1.6, the Trustee shall
               have no duty to require any contributions to
               be made, or to determine that any of the
               contributions received comply with the
               conditions and limitations of the Plan.
          
          (b)  To apply for, pay premiums on and maintain in
               force on the lives of the Participants
               individual or group ordinary, term or
               universal life insurance policies for the
               benefit of the Participants on whose lives
               the policies are issued; to acquire such a
               policy from the Company or a Subsidiary or
               from the Participant on whose life the policy
               is issued, but only if the Trustee pays,
               transfers or otherwise exchanges for the
               policy no more than the cash surrender value
               of the policy and the policy is not subject
               to a mortgage or similar lien which the
               Trustee would be required to assume; to
               dispose of any such policy including a
               disposition to the Company or a Subsidiary or
               Participant, provided that, upon such
               disposition, the Trustee receives an amount
               which is not less than the cash surrender
               value of the policy; and to have with respect
               to such policies all of the rights, powers,
               options, privileges and benefits usually
               comprised in the term "incidents of
               ownership" and normally vested in an insured
               or owner of such policies.
          
          (c)  To invest the Trust Fund in bonds, notes,
               debentures, certificates or other
               governmental, corporate, partnership, trust
               or personal obligations or evidences of
               indebtedness, mortgages, equipment trust
               certificates, certificates of deposit, money
               market securities, investment trust
               certificates, forward contracts, options,
               index options, warrants, rights, shares in
               mutual funds, commodities, derivative
               securities or instruments, futures contracts,
               preferred or common stocks (including
               securities of the Company), insurance and
               annuity contracts, investment contracts or
               other investment arrangements with insurance
               companies, banks or other financial
               institutions, common, group or collective
               trust funds, partnerships, shares of limited
               liability companies or in such other
               property, real or personal or any interest
               therein.
          
          (d)  To purchase, retain, manage, sell, contract
               to purchase or sell, grant options to
               purchase or sell, convert, redeem, convey,
               exchange, transfer, abandon, improve, repair,
               insure, lease for any term even though
               commencing in the future or extending beyond
               the term of the Trust, and otherwise deal
               with all property, real or personal,
               (including selling short securities, futures,
               derivatives or other similar investments) on
               such terms and conditions as appropriate, and
               no person dealing with the Trustee shall be
               required to see to the application of any
               money or property delivered to the Trustee or
               to inquire into the validity or propriety of
               any transaction with the Trustee; and to
               acquire, hold or dispose of property, real or
               personal, in any form or manner including,
               without limitation, directly or indirectly
               through general or limited partnerships,
               corporations, trusts, participating or
               convertible mortgages or any other form.
          
          (e)  Subject to the provisions of subsection 2.3,
               to have and exercise, with respect to the
               Trust Fund, all of the rights of an
               individual owner, including but not limited
               to the power to give proxies, to participate
               or oppose participation in voting trusts,
               mergers, consolidations, foreclosures,
               reorganizations or liquidations, to tender
               securities pursuant to tender offers, to
               exercise, buy or sell any stock subscription
               or conversion rights or privileges available
               in connection with any securities or other
               property and to deposit any property with any
               protective, reorganization or similar
               committee or with depositories designated
               thereby, to delegate power thereto, and to
               pay or agree to pay part of the expenses and
               compensation of any such committee and any
               assessments levied with respect to property
               so deposited.
          
          (f)  To hold any securities or other property in
               the name of the Trustee or its nominee, or in
               such form as appropriate, with or without
               disclosing the trust relationship and to hold
               any securities in bearer form.
          
          (g)  To engage in the lending of securities to
               banks, broker-dealers and other borrowers
               pursuant to any applicable regulatory
               authority and in accordance with a written
               agreement entered into with the Company
               containing any guidelines and directions
               provided by the Company, and to receive and
               invest collateral provided by the borrower.
          
          (h)  To deposit securities with a clearing
               corporation as defined in Article 8 of the
               Massachusetts Uniform Commercial Code and to
               deposit or pledge securities or other
               property with any broker-dealer or other
               person (including the Trustee).  The
               certificates representing securities,
               including those in bearer form, may be held
               in bulk form with, and may be merged into,
               certificates of the same class of the same
               issuer which constitute assets of other
               accounts or owners, without certification as
               to the ownership attached.  Utilization of a
               book-entry system may be made for the
               transfer or pledge of securities held by the
               Trustee or by a clearing corporation.  The
               Trustee shall at all times, however, maintain
               a separate and distinct record of the
               securities owned by the Trust Fund.
          
          (i)  To participate in and use the Federal Book-
               entry Account System, a service provided by
               the Federal Reserve Bank for its member banks
               for deposit of Treasury securities.
          
          (j)  To purchase, sell, hold and generally deal in
               any manner in and with interest rate, stock
               index, commodity, currency or other futures
               contracts and to close any open futures
               contracts positions prior to or in the
               contract's delivery month.
          
          (k)  To grant, purchase, sell, exercise, permit to
               exercise, permit to beheld in escrow and
               otherwise to acquire, dispose of, hold and
               generally deal in any manner with or in all
               forms of options, including index options and
               over-the-counter options, in any combination.
          
          (l)  To enter into and engage in any form of swap
               transaction.
          
          (m)  To purchase, sell and otherwise acquire,
               dispose of, hold and generally deal in any
               manner with or in domestic or international
               currency or currency contracts, including
               transactions entered into with the Trustee,
               its agents or sub-custodians.
          
          (n)  To manage, administer, operate, lease for any
               number of years, develop, improve, repair,
               alter, demolish, mortgage, pledge, grant
               options or easements with respect to, or
               otherwise deal with real property or any
               interest therein.
          
          (o)  To renew or extend or participate in the
               renewal or extension of any mortgage, upon
               such terms as may be deemed advisable and to
               agree to a reduction in the rate of interest
               on any mortgage or to any other modification
               or change in the terms of any mortgage or to
               any guarantee pertaining thereto in any
               manner and to any extent that may be deemed
               advisable for the protection of the Trust or
               the preservation of the value of the
               investment; to waive any default, whether in
               the performance of any covenant or condition
               of any mortgage or in the performance of any
               guarantee, or to enforce any such default in
               such manner and to such extent as may be
               deemed advisable; to exercise and enforce any
               and all rights of foreclosure, to bid on
               property in foreclosure, to take a deed in
               lieu of foreclosure with or without paying a
               consideration therefor and in connection
               therewith to release the obligation on the
               bond secured by such mortgage, and to
               exercise and enforce in any action, suit or
               proceeding at law or in equity any rights or
               remedies with respect to any such mortgage or
               guarantee.
          
          (p)  To invest all or any portion of the assets of
               the Trust Fund in any collective, combined,
               common or group investment trust or fund,
               including any such trust or fund maintained
               by the Trustee.
          
          (q)  Subject to such directions as the Company
               provides (which may be either standing
               directions in the form of a written agreement
               with the Trustee or a separate letter of
               direction) to retain or invest any reasonable
               portion of the Trust Fund (including cash
               balances held from time to time as part of an
               Investment Manager or Company Investment
               Account as described in Sections 3 and 4) in
               cash or cash equivalents (pending other
               investment, reinvestment or payment of
               expenses or benefits), including, but not
               limited to, savings accounts, certificates of
               deposit, repurchase agreements (including
               savings accounts, certificates of deposit and
               repurchase agreements with the Trustee in its
               banking capacity or its affiliates, so long
               as such investments bear a reasonable rate of
               interest), United States Treasury bills,
               commercial paper and similar types of
               securities and any collective trust or mutual
               fund maintained by the Trustee for the
               management of cash or cash equivalents; and
               to sell any such cash equivalent instruments.
          
          (r)  To borrow money to cover any overdraft; to
               borrow or lend money or otherwise extend
               credit from time to time, with or without
               security, from or to any legally permissible
               source in the best interest of the Trust
               Fund; to mortgage, encumber or pledge any
               part of the Trust Fund to secure repayment of
               any indebtedness resulting from such
               borrowing; to provide guarantees with respect
               to the extension of credit or other benefits
               by any entity; to assume liens on property
               acquired by the Trust and to acquire property
               subject to liens.
          
          (s)  To convert any monies into any currency
               through foreign exchange transactions (which
               may be effected with the Trustee or an
               affiliate of the Trustee).
          
          (t)  To form corporations and limited liability
               companies and to create partnerships or
               trusts to acquire, dispose of or hold title
               to any securities or other property of the
               Trust.
          
          (u)  To settle, compromise, contest, submit to
               arbitration or abandon any claims, debts,
               damages or demands by or against the Trust
               Fund; to commence, maintain or defend suits
               or legal proceedings and to represent the
               Trust in all suits or legal proceedings;
               provided that the Trustee shall not settle,
               compromise or abandon any such matter without
               the Company's written consent.
          
          (v)  To retain any funds or property subject to
               any dispute without liability for payment of
               interest to any third party, and to withhold
               payment or delivery thereof until final
               adjudication of the dispute by a court of
               competent jurisdiction.
          
          (w)  To make payments from the Trust Fund in
               accordance with subsection 5.3 and to pay out
               of or withhold from any benefit distributable
               from the Trust Fund any estate, inheritance,
               income or other tax, charge or assessment
               attributable thereto, subject to the
               provisions of subsection 6.1 and Section 10
               and to require such release or other
               documents from any lawful taxing authority
               and such indemnity from the intended payee as
               may be necessary for the protection of the
               Trust, the Company, the Subsidiaries or the
               Trustee.
          
          (x)  To employ agents experts, custodians
               (including but not limited to affiliates of
               the Trustee), sub-custodians and counsel
               (which may be counsel to the Company) and to
               delegate discretionary powers to, and
               reasonably rely upon information and advice
               furnished by, such agents, experts,
               custodians, sub-custodians and counsel.
          
          (y)  To appoint trustees, sub-trustees, custodians
               or sub-custodians to hold title to property
               of the Trust in those jurisdictions in which
               the Trustee is not authorized to do business
               or as may otherwise be reasonable and
               necessary to carry out the purposes of the
               Trust and, subject to the provisions of this
               Trust, to define the scope of the
               responsibilities of each such trustee, sub-
               trustee, custodian and subcustodian.
          
          (z)  To grant powers of attorney to such
               individuals or organizations as may be
               necessary or appropriate.
          
          (aa)      To perform any and all other acts in its
               judgment necessary or appropriate for the
               proper and advantageous management,
               investment, and distribution of the Trust
               Fund or to carry out any of the foregoing
               powers and the purposes of the Trust.
          
The Trustee shall transmit promptly to the Company or an
Investment Manager, as the case may be, all notices of
conversion, redemption, tender, exchange, subscription,
class action, claim in insolvency proceedings or other
rights or powers relating to any of the securities in a
Company Investment Account or an Investment Manager Account
managed by the Company or such Investment Manager, which
notices are received by the Trustee from its agents or
custodians, from issuers of the securities in question and
from the party (or its agents) extending such rights.  On a
monthly basis (or at such other periodic intervals as the
Company and the Trustee may agree upon), the Trustee shall
transmit to the Company a summary of information regarding
all class actions or claim in insolvency proceedings
received by the Trustee in the preceding month (or other
agreed-upon period), regardless of whether the Company or an
Investment Manager is responsible for the securities in the
Company Investment Account or Investment Manager Account to
which such actions or proceedings relate.  The Company may
from time to time direct the Trustee to cease transmitting
such reports if the Company determines they are not
necessary at that time.  The Trustee shall have no
obligation to determine the existence of any conversion,
redemption, tender, exchange, subscription, class action,
claim in insolvency proceedings or other right or power
relating to any of the securities in the Trust Fund of which
notice was given prior to the purchase of such securities by
the Trust Fund, and shall have no obligation to exercise any
such right or power unless the Trustee is informed of the
existence of the right or power.

The Trustee shall not be liable for any untimely exercise or
assertion of such rights or powers described in the
subsection immediately above in connection with securities
held in a Company Investment Account or an Investment
Manager Account managed by the Company or an Investment
Manager unless (i) the Trustee or its agents or custodians
are in actual possession of such securities and (ii) the
Trustee receives directions to exercise any such rights or
powers from the Company or the Investment Manager, as the
case may be, and both (i) and (ii) occur at least three
business days prior to the date on which such rights or
powers are to be exercised; provided, however, that the
Trustee shall not be relieved from liability under this
subsection for the untimely assertion of such rights or
powers due to failure to timely receive direction with
respect to any securities held in a Investment Manager
Account for which the Trustee has been named the Investment
Manager.

     2.6  Administrative Powers.  Notwithstanding the
appointment of an Investment Manager, the Trustee shall have
the following powers and authority to be exercised in its
sole discretion, with respect to the Trust Fund:

          (a)  To employ suitable agents, experts,
               custodians, sub-custodians and counsel.
          
          (b)  To appoint ancillary trustees, sub-trustees,
               custodians or subcustodians to hold any
               portion of the assets of the Trust.
          
          (c)  To register any securities held by the
               Trustee hereunder in its own name or in the
               name of a nominee with or without the
               addition of words indicating that such
               securities are held in a fiduciary capacity
               and to hold any securities in bearer form and
               to deposit any securities or other property
               in a depository or clearing corporation.
          
          (d)  To make, execute and deliver, as Trustee, any
               and all deeds, leases, mortgages,
               conveyances, waivers, releases or other
               instruments in writing necessary or desirable
               for the accomplishment of any of the
               foregoing powers.
          
          (e)  Generally to do all ministerial acts, whether
               or not expressly authorized, which the
               Trustee may deem necessary or desirable in
               carrying out its duties under this Trust.


Section 3.     Appointment of Investment Managers

     3.1  Investment Managers.  Notwithstanding anything in
this Trust to the contrary, the Company (or any organization
or individual to whom the Company has delegated such
authority) shall have the right from time to time to appoint
or remove an individual, partnership or corporation (which
may be a subsidiary of the Company or any other Subsidiary)
as Investment Manager each of whom shall have the power to
manage and to direct the Trustee with respect to the
acquisition and disposal of assets constituting all or a
portion of the Trust Fund, to be known as an "Investment
Manager Account".  Written notice of any such appointment
and/or removal shall be given to the Trustee and the
Investment Manager so appointed or removed.  As long as an
Investment Manager is acting, such Investment Manager shall
direct the Trustee to invest and the Trustee shall invest
the applicable Investment Manager Account (subject to the
provisions of subsection 2.5(q)) in any property in which
the Trustee could invest under this Trust.  Subject to the
provisions of the investment management agreement and
subsection 2.5(q)), the Investment Manager of any Investment
Manager Account shall have all of the investment powers and
duties granted to or imposed on the Trustee under the
provisions of subsection 2.5. Subject to the provisions of
subsection 2.3, the Investment Manager shall have full
authority and the responsibility to direct the Trustee with
respect to the acquisition, retention, management, and
disposition of all of the assets from time to time
comprising the Investment Manager Account being managed by
such Investment Manager and the voting of proxies thereon,
and the Trustee shall have no duty or obligation to review
the assets from time to time comprising such Investment
Manager Account, to make recommendations with respect to the
investment, reinvestment, or retention thereof, nor with
respect to the voting of proxies thereon, except as would
otherwise be required to meet the Trustee's obligations
under the Trust, or any applicable law.  At the request of
the Trustee, an Investment Manager shall certify the value
of any securities or other property held in the Investment
Manager Account managed by the Investment Manager and the
Trustee shall be entitled to incorporate such information in
its reports.  The Trustee shall inform the Company if the
Trustee uses an Investment Manager's valuation for a
particular security or other property.

     3.2  Investment Manager Account Cash.  Pending receipt
of directions from the Investment Manager, cash received by
the Trustee from time to time for any Investment Manager
Account shall be fully invested in accordance with Company
directions which may be either standing directions in the
form of a written agreement with the Trustee or a separate
letter of direction.

     3.3  Directions.  Any direction given to the Trustee by
an Investment Manager with respect to an Investment Manager
Account shall either (1) be made in writing or via facsimile
or other electronic communications as shall be agreed upon
by the Investment Manager and the Trustee or (2) if oral,
shall be confirmed in writing or via facsimile or other
electronic communications as shall be agreed upon by the
Investment Manager and the Trustee within a reasonable
period.  The Trustee may issue to an Investment Manager
security codes or passwords in order that the Trustee may
verify that certain transmissions of information, including
directions or instructions have been originated by the
Investment Manager. To the extent that directions or
instructions using such security codes or passwords
constitute proper directions, Trustee liability associated
with such directions shall be governed by Section 7 of this
Trust.  Except as otherwise provided in this Trust, the
Investment Manager of an Investment Manager Account shall
have the power and authority, to be exercised in its sole
discretion at any time and from time to time, to issue
orders for the purchase or sale of securities directly to a
broker.  Written notification of the issuance of each such
order shall be given promptly to the Trustee by the
Investment Manager and the confirmation of each such order
shall be confirmed to the Trustee by the broker.  Unless
otherwise directed by the Investment Manager, such
notification shall be authority for the Trustee to pay for
securities purchased or to deliver securities sold as the
case may be.  Upon the direction of the Investment Manager,
the Trustee will execute and deliver appropriate trading
authorizations, but no such authorization shall be deemed to
increase the liability or responsibility of the Trustee
under this Trust Agreement.

     3.4  Notice.  The Trustee may assume that any
Investment Manager Account previously established and the
appointment of any Investment Manager for that account
continues in force until receipt of written notice to the
contrary from the Company, In addition, except as otherwise
provided in subsection 3.2, the Trustee shall have no
responsibility to invest or manage any asset held in an
Investment Manger Account (unless the Trustee has itself
been appointed Investment Manager for such account as
described below) until the Trustee is (1) notified by the
Company in writing of the termination of the Investment
Manager's authority over the assets of such account and (2)
directed in writing to terminate the Investment Manager
Account and to transfer the assets of such account to the
Trustee's management as part of the Trust Fund pursuant to a
separate, written agreement.  In the event that the Trustee
enters into such an agreement, it shall have the powers and
duties of an Investment Manager with regard to such account,
in addition to its powers and duties as Trustee.

Section 4.     Establishment of Company Investment Account

     4.1  Company Investment Accounts.  The Company may, by
writing filed with the Trustee, assume investment
responsibility over any portion of the Trust Fund designated
by it as a "Company Investment Account".  In addition,
during any time when there is no Investment Manager
(including the Trustee if appointed as an Investment Manager
) appointed with respect to all or part of the Trust Fund,
the Company shall direct the investment and reinvestment of
all or such portion of the Trust Fund.  With respect to
assets of Company Investment Accounts over which the Company
has assumed investment responsibility, the Company shall
direct the Trustee to invest and the Trustee, shall invest
the applicable Company Investment Account (subject to
subsection 2.5(q)) in any property in which the Trustee
could invest under this Trust.  With respect to any Company
Investment Account for which the Company has assumed
investment responsibility, the Company shall have all of the
investment powers and duties granted to or imposed on the
Trustee under the provisions of subsection 2.5. The Company
shall have full authority and the responsibility to direct
the Trustee with respect to the acquisition, retention,
management, and disposition of all of the assets from time
to time comprising the Company Investment Account being
managed by the Company and the voting of proxies thereon,
and the Trustee shall have no duty or obligation to review
the assets from time to time comprising such Company
Investment Account, to make recommendations with respect to
the investment, reinvestment or retention thereof nor with
respect to the voting of proxies thereon, except as would
otherwise be required to meet the Trustee's obligations
under the Trust or any applicable law.  The Company shall
have the powers and duties with regard to the manner of
giving direction to the Trustee which an Investment Manager
would have under subsection 3.3 and the Trustee shall be
protected to the same extent as if those directions came
from an Investment Manager.

Section 5.     Accounting and Distribution of Trust Assets

     5.1  Common Fund.  Subject to the following provisions
of this subsection 5.1 and the provisions of subsection 8.2,
the Trustee shall not be required to make any separate
investment of the Trust Fund for the account of the Plan as
applied to the Company or any Subsidiary and may administer
and invest all contributions made to the Trustee as one
Trust Fund.  The Trustee shall establish and maintain
records which reflect the portion of the Trust Fund
attributable to the Company and each of the Subsidiaries.
Such records shall be adjusted, as of the last day of each
calendar year and at such other times as the Company shall
direct, to reflect changes in the Trust Fund and in the
Company's and each Subsidiary's portion of the Trust Fund.
The Trustee shall establish, maintain and adjust such
records based upon information provided by the Company on
behalf of itself and the Subsidiaries; or, if the Company
fails to provide such information, the Trustee shall
establish, maintain and adjust such records based upon the
information otherwise reasonably available to the Trustee
and subject to the Company's review and confirmation of such
information.  The Trustee shall not be required to make any
separate investment of the Trust Fund for the account of any
creditor of the Company or any Subsidiary prior to receipt
of directions to make payments to such creditor in
accordance with subsection 8.2.

     5.2  Trustee Records and Accounts.  The Trustee shall
maintain accurate and detailed records and accounts of all
investments, receipts, disbursements and other transactions
hereunder; and all accounts, books and records relating
hereto shall be open at all reasonable times to inspection
and audit by such person or persons as the Company may
designate.  The Trustee shall submit to the auditors for the
Company or to anyone the Company designates, such
valuations, reports or other information as they may
reasonably require.  The Trustee and the Company acknowledge
that cooperation with such audits could exceed the scope of
the usual Trustee services, in which case the Trustee shall
be entitled to reasonable compensation and reimbursement of
its reasonable expenses incurred in connection with such
audits, as agreed to by the Company and the Trustee at that
time.  The Trustee shall establish and maintain for
operational and accounting purposes such other accounts or
records as the Company and the Trustee may from time to time
agree upon.

Within ninety (90) days following the close of each calendar
year (or following the close of such other period as may be
agreed upon by the Trustee and the Company) and as often as
may reasonably be requested by the Company and agreed to by
the Trustee, the Trustee shall file with the Company a
written account pursuant to guidelines provided by the
Company and agreed to by the Trustee setting forth a
description of all securities and other property purchased
and sold, and all receipts, disbursements and other
transactions effected by it upon its own authority or
pursuant to the directions of any Investment Manager or the
Company during such annual or shorter period, and showing
the securities and other properties held at the end of such
period, and their current value.  Such securities and other
property shall be valued at their market values, or if none,
at their fair values as determined in good faith and
pursuant to procedures established by the Trustee.  Market
values or fair values may be taken by the Trustee as of such
times as the Trustee determines to be appropriate, and from
such financial publications, pricing services, or other
services or sources, including an Investment Manager, as the
Trustee reasonably believes appropriate.

The Company may approve such accounting by written notice of
approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the
Trustee within twelve months from the date upon which the
accounting was delivered to the Company.

Upon the receipt of a written approval of the accounting, or
upon the passage of the period of time within which
objection may be filed without written objections having
been delivered to the Trustee, such accounting shall be
deemed to be approved, and the Trustee shall be released and
discharged as to all items, matters and things set forth in
such account.

     5.3  Benefit Payments.  Subject to the provisions of
subsection 8.2, the Trustee shall make payments from the
Trust Fund to Participants or other persons entitled to
benefits under the Plan, in such manner, at such times and
in such amounts as the Committee may certify to the Trustee,
subject to the following:

          (a)  If any payment directed to be made from the
               Trust Fund is not claimed, the Trustee shall
               notify the Committee of that fact within a
               reasonable time period and shall dispose of
               unclaimed distributions and take such further
               action as directed by the Committee.
          
          (b)  If a benefit to which a Participant or other
               person is entitled under the terms of the
               Plan has not been paid when due (whether due
               to the failure of the Committee to notify the
               Trustee as required by this subsection or
               otherwise), then such individual may notify
               the Trustee thereof and request payment in
               writing.  The Trustee shall notify the
               Committee within 10 days of the receipt of
               such payment request.  If the Committee does
               not provide the Trustee with evidence
               satisfactory to the Trustee of the payment of
               any amount to which the individual is
               entitled within 30 days of the date the
               Trustee notifies the Committee of the payment
               request, subject to the provisions of
               subparagraph (c) below and the provisions of
               subsection 8.2, the Trustee shall make such
               payment to the individual and shall notify
               the Committee thereof.
          
          (c)  In no event shall the Trustee make any
               payment to or on account of a Participant or
               any other person to the extent that such
               payment would exceed the portion of the Trust
               Fund then attributable to the Company or the
               Subsidiary responsible for such payment under
               the Plan.
          
          (d)  Any payment under the Trust shall be made in
               cash unless the Trustee is otherwise directed
               by the Committee.

     5.4  Withdrawals.  If a Change in Control within the
meaning of subsection 1.5(b)(ii) occurs but such event does
not cause, and there does not otherwise occur within the
immediately following 180-day period, a Change in Control
within the meaning of subsections 1.5(a), 1.5(b)(i), or
1.5(c), the Trustee, upon receipt of a written withdrawal
request from the Company or any Subsidiary, shall make a
distribution from the Trust fund to the Company or
Subsidiary, as the case may be, in an amount not in excess
of the portion of the Trust Fund attributable to the Company
or such Subsidiary under subsection 5.1.

Section 6.     Trustee Compensation and Expenses

     6.1  Compensation and Expenses.  The Trustee is
authorized to pay from the Trust Fund such compensation and
all reasonable and proper expenses, and charges (including
fees of persons employed by the Trustee in accordance with
subsection 2.5(x) and 2.5(y) and subsection 2.6(a) and
2.6(b) incurred in connection with the collection,
administration, management, investment, protection and
distribution of the Trust Fund as shall be agreed upon in
writing by the Company and the Trustee and to the extent
that they are not paid directly by the Company or any
Subsidiary.  In addition, the Trustee is authorized to pay
from the Trust Fund any tax or assessment levied against the
Trust Fund by any governmental authority.  The Trustee shall
notify the Company as soon as reasonably practicable (but in
any event no later than five (5) business days) after the
Trustee receives notice of such tax or assessment and shall
provide the Company with such information as the Trustee has
received concerning such tax or assessment.  The Company may
direct that the Trustee refrain from paying the tax or
assessment for a period of up to 120 days (or, if longer,
such period as may be available until such tax or assessment
is due and payable under applicable law (the "Review
Period")), during which time the Trustee will provide all
reasonable assistance to the Company in determining the
validity of such tax or assessment and will cooperate in all
reasonable efforts to have the tax or assessment waived or
mitigated if such tax or assessment is considered not to be
owed by the Trust.  At the end of such 120 days (or the
Review Period), if the tax or assessment remains
outstanding, the Trustee may pay the tax or assessment
unless otherwise directed in writing by the Company, upon
the advice of counsel satisfactory to both the Company and
the Trustee.  If the Trustee engages in the lending of
securities or the investment of cash or cash equivalents
pursuant to subsection 2.5(g) or 2.5(q), the Trustee's
compensation shall include any additional compensation
agreed to in writing by the Company and the Trustee with
respect to such activities.  In addition, the Trustee is
authorized to pay from the Trust Fund all reasonable
Investment Manager or investment advisor fees, legal fees,
actuarial fees, accounting fees, and other reasonable
administrative expenses of the Trust including Trust
administration expenses incurred by the Company or any other
Subsidiary at the direction of the Company, to the extent
that they are not paid directly by the Company or any
Subsidiary.  To the extent that the foregoing expenses are
paid directly by the Company or any Subsidiary, the Trustee
shall reimburse the Company or such Subsidiary from the
Trust Fund to the extent directed by the Company.

Section 7.     Indemnification of Trustee

     7.1  Indemnification of Trustee.  To the extent not
prohibited by applicable law, the Company agrees to
indemnify the Trustee and hold it harmless, from any and all
liability or expense (including any reasonable legal fees
and reasonable expenses incurred by the Trustee in its
defense if the Company fails to provide such defense or any
reasonable legal fees and reasonable expenses incurred by
the Trustee pursuant to subsection 7.1(a) below), which the
Trustee may sustain by (a) bringing any legal action
required pursuant to subsection 1.6, (b) following any
proper direction of an Investment Manager, the Company, the
Committee or the AMC made in accordance with this Trust or
(c) any failure to act in the absence of proper directions
from an Investment Manager, the Company, the Committee or
the AMC, provided that the Trustee's action or failure to
act is otherwise consistent with its fiduciary obligations
under any applicable law and the Trust, and provided
further, that the Trustee shall not be indemnified if such
liability or expense results from the Trustee's negligence
or if the Trustee knowingly participates in, or knowingly
undertakes to conceal an act or omission of such Investment
Manager, the Company, the Committee, or the AMC, knowing
such act or omission to be a breach.  Anything in this Trust
to the contrary notwithstanding, the preceding sentence
shall not apply to the extent the Trustee is acting as an
Investment Manager with respect to all or any portion of the
Trust Fund.  This Section shall survive the termination of
the Trust or the resignation or removal of the Trustee with
respect to liability or expense arising from events which
occurred before the transfer of assets to a successor
Trustee.

Section 8.     Trust Fund Assets

     8.1  Reversions to the Company and the Subsidiaries.
Subject to the following provisions of this subsection 8.1
and the provisions of subsection 8.2 on and after the date
on which the Trust becomes irrevocable under subsection
12.1, no part of the corpus or income of the Trust Fund
shall revert to the Company or any Subsidiary or be used
for, or diverted to, purposes other than the exclusive
benefit of Participants or other persons entitled to
benefits under the Plan; provided, however, that if any
funds attributable to contributions of the Company or any
Subsidiary (or earnings thereon) remain after the
satisfaction of all liabilities of the Trust with respect to
all Participants who were previously employed by, or are
entitled to benefits by reason of being a survivor or
beneficiary of an employee of, the Company or such
Subsidiary such amounts shall be returned to the Company or
such Subsidiary.

     8.2  Claims of Creditors.  Notwithstanding any
provision of this Trust, any property held in the Trust Fund
shall be treated as an asset of the Company and the
Subsidiaries and shall be subject to the claims of the
general creditors of the Company and each Subsidiary to the
extent of their respective interests under the Trust if such
claims are not satisfied by payment from the other general
assets of the Company or the Subsidiary, as the case may be,
because of the Company's or Subsidiary's Insolvency (as
described below).  The Chairman of the Board of Directors
and the Chief Executive Officer of the Company on behalf of
the Company and/or any Subsidiary shall have a duty to
notify the Trustee, in writing, of the Insolvency of the
Company or such Subsidiary.  In addition, if a person
claiming to be creditor of the Company or a Subsidiary
alleges in writing to the Trustee that the Company or such
Subsidiary has become Insolvent, the Trustee shall determine
whether the Company or such Subsidiary is Insolvent and,
pending such determination, the Trustee shall discontinue
payment of benefits to the Plan Participants (or their
beneficiaries) of the Company or such Subsidiary.  Unless
the Trustee has actual knowledge of the Company's or a
Subsidiary's Insolvency, or has received notice from the
Company or a person claiming to be a creditor alleging that
the Company or a Subsidiary is Insolvent, the Trustee shall
have no duty to inquire whether the Company is Insolvent.
The Trustee may in all events rely on such evidence
concerning the Company's or a Subsidiary's solvency as may
be furnished to the Trustee and that provides the Trustee
with a reasonable basis for making a determination
concerning the Company's or a Subsidiary's solvency.

If at any time the Trustee has determined that the Company
or a Subsidiary is Insolvent, the Trustee shall discontinue
payments to Plan Participants (or their beneficiaries) of
the Company or such Subsidiary and shall hold the assets of
the Trust equal to that portion of the Trust Fund
attributable to the Company or such Subsidiary for the
benefit of the Company's or such Subsidiary's general
creditors.  Nothing in this Trust shall in any way diminish
any rights of Plan Participants or their beneficiaries to
pursue their rights as general creditors of the Company or a
Subsidiary with respect to benefits due under the Plan or
otherwise.  The Trustee shall resume the payment of benefits
to the affected Plan Participants (or their beneficiaries)
only after the Trustee has determined that the Company or
such Subsidiary is not Insolvent (or is no longer
Insolvent).

Provided that there are sufficient assets, if the Trustee
discontinues the payment of benefits from the Trust pursuant
to this subsection 8.2 and subsequently resumes such
payments, the first payment following such discontinuance
shall include the aggregate amount of all payments due to
Plan Participants or their beneficiaries under the terms of
the Plan for the period of such discontinuance, less the
aggregate amount of any payments made to the Plan
Participants or their beneficiaries by the Company or a
Subsidiary in lieu of the payments provided for hereunder
during any such period of discontinuance.

 The Company or any Subsidiary shall be considered as
"Insolvent" (or in a condition of "Insolvency") for purposes
of this Trust if it is (i) unable to pay its debts generally
as they become due or (ii) engaged as a debtor in a
proceeding under the Bankruptcy Code (11 U.S.C.  101 et
seq.).

     8.3  Claims of Participants.  Neither the Participants
nor other persons entitled to benefits under the terms of
the Plans nor the Plans shall have any preferred claim on,
or any beneficial ownership in, any assets of the Trust, or
be entitled to any payment from the Trust, except to the
extent that payment is due and unpaid, and all rights of a
Participant (or such other person) created under the Plans
and this Trust shall constitute unsecured contractual rights
of the Participant (or such other person).  It is intended
that neither the Plans nor the Trust be subject to the
provisions of part 4 of Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA").  To the
extent the assets of the Trust are insufficient to pay all
benefits of a Participant (or other person) when due, the
Company and the Subsidiaries shall continue to be liable to
the Participant (or other person) for such benefit payments
in accordance with the terms of the Plans.

Section 9.     Adoption by Subsidiaries

     9.1  Adoption by and Definition of Subsidiaries.  Any
     Subsidiary may
join in this Trust by obtaining the written consent of the
Company and providing notice to the Trustee.  The term
"Subsidiary" means (i) any corporation of which the Company
owns at least 50% of the combined voting power of all
classes of stock entitled to vote and which previously
adopted or hereafter adopts the Plan and (ii) any affiliate,
which means any corporation (other than a subsidiary
described in (i) above) which would be a member of a
controlled group of corporations with the Company under
Section 1563(a) of the Code which previously adopted or
hereafter adopts the Plan.

Section 10.    Tax Matters

     10.1 Nature of Trust.  This Trust is intended to
constitute a grantor trust, as described in section 671 of
the Code.  The Company and the Subsidiaries agree that all
income of the Trust is attributable to them as owners of the
Trust assets for income tax purposes and will be income to
the Company and the Subsidiaries.  The Company and the
Subsidiaries shall pay the Federal, state or local taxes on
such Trust income or shall direct the Trustee to pay such
taxes from Trust income based upon the information provided
to the Company by the Trustee concerning such income in
accordance with subsection 5.2.

     10.2 Federal and State Reporting Requirements.  The
Trustee shall withhold Federal, state and local taxes which
are assessable on amounts paid to or on account of the
Participants based upon direction provided to the Trustee by
the Company, or such larger amounts as may be requested by
the Participant, and shall transmit the amount withheld
either (i) to the Company which shall deposit and report
such amounts to the applicable taxing authority or (ii) to
the applicable taxing authority at the direction of the
Company.  The Company and the Trustee shall furnish to the
Participants all withholding and benefit payment information
with respect to amounts transmitted by them to the
applicable taxing authorities as soon as practicable after
the end of each calendar year.

     10.3 Tax Matters.  If the Internal Revenue Service
determines that a Participant is subject to Federal income
taxation on any amounts held in the Trust for his benefit in
a calendar year prior to the calendar year in which he would
otherwise receive such benefits then as soon as practicable
after its receipt of a copy of the applicable notice of
deficiency issued by the Internal Revenue Service, the
Trustee shall distribute the amount of the benefits
determined to be taxable to the Participant unless the
Company or applicable Subsidiary provides satisfactory
evidence to the Trustee that such benefits have previously
been paid to the Participant under the Plan or that such
Participant is not entitled to such benefits under the Plan.

Section 11.    Change of Trustee

     11.1 Resignation.  The Trustee may resign at any time
prior to a Change in Control by giving one hundred twenty
(120) days' advance written notice to the Company, the
Committee, and the Participants, provided that if the
Trustee is resigning because it will no longer be providing
trustee services to plans such as the Plans, the Trustee
must give one hundred eighty (180) days advance written
notice of such resignation to the Company, the Committee,
and the Participants.  Prior to the effective date of any
such resignation, the Company shall appoint a successor
Trustee which is a corporation with not less than $5 billion
in trust assets.

After a Change in Control has occurred, the Trustee may
resign only after the first to occur of: (i) a final
decision of a court of competent jurisdiction removing the
Trustee by reason of such court's determination of the
existence of a conflict of interest which prevents the
Trustee from properly performing its duties hereunder; or
(ii) the third anniversary of the Change in Control.  The
Trustee agrees to use its best efforts to avoid any such
conflict described in clause (i) above.  For purposes of
this subsection, the decision of a court shall not be deemed
to be final unless the decision is not appealable, or no
appeal has been taken from the decision and the time for an
appeal has expired.  Notwithstanding the foregoing
provisions of this subsection, any such resignation pursuant
to clauses (i) or (ii) above shall not be effective unless
the Trustee has appointed and obtained the agreement of a
corporation which is not affiliated with the Company and
which has trust assets of not less than $5 billion to serve
as successor trustee.


     11.2 Removal of Trustee.

     (a)  Except as provided in subparagraph (b) of this
          subsection 11.2 below, the Committee may remove
          any Trustee by giving thirty (30) days' advance
          written notice to the Trustee, subject to
          providing the removed Trustee with satisfactory
          written evidence of the appointment of a successor
          Trustee with not less than $5 billion in trust
          assets and of the successor Trustee's acceptance
          of the trusteeship;

     (b)  Anything in this Trust to the contrary
          notwithstanding, in the event of a Change in
          Control as defined in subsection 5.4, the Company,
          by action of its Board of Directors or of a person
          or persons designated by its Board of Directors,
          may remove any Trustee only with the consent of
          all of the Participants, by giving thirty (30)
          days' advance written notice to the Trustee,
          subject to providing the removed Trustee with
          satisfactory written evidence of the appointment
          of a successor Trustee with not less than $5
          billion in trust assets and of the successor
          Trustee's acceptance of the trusteeship.

     11.3 Duties of Resigning or Removed Trustee and of
Successor Trustee.  Each successor Trustee shall succeed to
the title to the Trust Fund vested in its predecessor,
without the signing or filing of any further instrument, but
any resigning or removed Trustee shall execute all documents
and do all acts necessary to vest such title of record in
any successor Trustee.  In the event of the resignation or
removal of the Trustee, the Trustee shall assign, transfer
and pay over to the duly appointed successor Trustee the
assets then constituting the Trust Fund, and only thereafter
shall the resigning or removed Trustee be relieved of its
duties and responsibilities as Trustee hereunder.  Within
ninety (90) days following the effective date of such
resignation or removal, the resigned or removed Trustee
shall furnish to the Company and the successor Trustee an
account of its administration of the Trust from the date of
its last account in accordance with the procedures described
in subsection 5.2; provided, that if at such time current
valuation information is not available for any individual or
group of securities or other property, the Trustee shall use
such values for this accounting as may then be available
and, as soon as reasonably practicable after such current
valuation information for such accounting period becomes
available, shall provide the current values for that period
to the Company and the successor Trustee.  The Company and
the successor Trustee may approve such accounting by written
notice of approval delivered to the Trustee or by failure to
express objection to such accounting in writing delivered to
the Trustee within twelve months from the date upon which
the account was delivered to the Company and the successor
Trustee.  Upon the receipt of a written approval of the
account, or upon the passage of the period of time within
which objection may be filed without written objections
having been delivered to the Trustee, such accounting shall
be deemed to be approved, and the Trustee shall be relieved
and discharged as to all items, matters and things set forth
in such account.  Each successor Trustee shall have all the
powers, rights and duties conferred by this Trust as if
originally named Trustee.  Except as otherwise provided
under applicable law, neither the Trustee hereunder nor any
successor Trustee shall be personally liable for any act or
failure to act of a predecessor Trustee.

     11.4      Additional Trustees.  The Committee shall
have authority at any time
and for any purpose, to designate additional trustees and to
define the scope of authority for each.  Each additional
trustee appointed under this Trust shall signify its
acceptance of trusteeship by an instrument executed and
acknowledged by it and delivered to the Committee.  If there
are two or more trustees acting hereunder, the Committee may
at any time direct that all or any portion of the Trust Fund
and the accounts, books and records relating thereto shall
be transferred from one trustee to another.  Each trustee
shall individually hold, administer, invest and keep
invested the portion of the Trust Fund held by it from time
to time upon the terms, conditions, and limitations set
forth in this Trust, as though the Company had entered into
a separate trust agreement with each trustee having the same
terms and conditions as this Trust, and each trustee shall
be subject to the same duties and responsibilities and shall
have the same powers and rights with respect to the portion
of the Trust Fund held by it as a single trustee would have
with respect to the entire Trust and each trustee shall have
no duties or responsibilities and shall have no powers or
rights with respect to that portion of the Trust Fund not
held by it but held by another trustee, except as otherwise
provided under the Code or other applicable law.  As used in
this Trust, the term "Trustee" shall mean any one or more
duly appointed trustees with respect to that portion of the
Trust Fund held from time to time by each such trustee.

Section 12.    Amendment, Revocation and Termination

     12.1 Amendment and Revocation.  The Company may amend
or revoke this Trust, including Schedule A hereof, at any
time prior to the earlier of a Change in Control or the date
on which a tender offer which has not been negotiated and
approved by the Company's Board of Directors is made for
stock representing twenty percent or more of the total
voting power of the Company's stock.  This Trust, including
Schedule A hereof, may be amended or revoked after a Change
in Control or any such tender offer only with the consent of
75% of all employees and former employees who are currently
or contingently entitled to benefits under the Plan.  No
amendment shall materially change the rights, duties and
responsibilities of the Trustee without its consent.

Subject to the foregoing provisions of this subsection 12.1,
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 resources matters, may,
with the concurrence of the Company's Executive Vice
President and General Counsel, or such other officer of the
Company as may from time to time be primarily responsible
for legal matters, make minor or administrative amendments
to the Trust.

     12.2 Termination.  Unless otherwise revoked in
accordance with the provisions of subsection 12.1, this
Trust shall continue in effect until such time as all of the
assets of the Trust Fund have been distributed in accordance
with the terms of this Trust.  Upon termination of the Trust
all of the provisions of the Trust as evidenced by this
agreement nevertheless shall continue in effect until the
Trust Fund has been distributed by the Trustee.

Section 13.    Miscellaneous

     13.1 Disagreement as to Acts.  If there is a
disagreement between the Trustee and anyone as to any act or
transaction reported in any accounting, the Trustee shall
have the right to have its account settled by a court of
competent jurisdiction.

     13.2 Persons Dealing with Trustee.  No person dealing
with the Trustee shall be required to see to the application
of any money paid or property delivered to the Trustee, or
to determine whether or not the Trustee is acting pursuant
to any authority granted to it under this Trust.

     13.3 Evidence.  Evidence required of anyone under this
Trust may be by certificate, affidavit, document or other
instrument which the person acting in reliance thereon
reasonably considers pertinent and reliable, and signed,
made or represented by the proper party.

     13.4      Waiver of Notice.  Any notice required under
this Trust may be
waived by the person entitled thereto.

     13.5 Counterparts.  This Trust may be executed in any
number of counterparts, each of which shall be deemed an
original and no other counterpart need be produced.

     13.6 Governing Laws.  This Trust shall be construed and
administered according to the laws of the Commonwealth of
Massachusetts to the extent that such laws are not preempted
by the laws of the United States of America, provided that
in the event that an action is brought by the Trustee on
behalf of the Trust, the Company shall have the right to
determine that such action shall be brought in an
appropriate state or federal forum in the State of Illinois
or elsewhere as the Company shall deem appropriate, and the
Trustee shall follow any direction of the Company to that
effect; and provided further, that in the event an action is
brought by the Company against the Trustee, the Company
shall have the right to determine that such action shall be
brought in an appropriate state or federal forum either in
the Commonwealth of Massachusetts or in the State of
Illinois, subject to any right of the Trustee to remove such
action from state court to an appropriate federal court in
that state.

     13.7 Successors, Etc.  The provisions of this Trust
shall be binding on the Company, the Subsidiaries and the
Trustee and their successors and on all persons entitled to
benefits under the Plan and their respective heirs and legal
representatives.  Neither the Company nor any Subsidiary
shall merge or consolidate with any other corporation or
liquidate or dissolve without making suitable arrangements
for the fulfillment of all of its obligations under this
Trust and the Plan.

     13.8 Service of Legal Process.  If the Trustee receives
service of summons, subpoena or other legal process of any
court with respect to any action relating to the Plan or
this Trust, it shall promptly inform the Company of such
service and, at the request of the Company, shall provide it
with a copy of the document served.

     13.9 Severability.  In case any provision of this Trust
is held invalid or illegal for any reason, such invalidity
or illegality shall not affect the remaining provisions of
this Trust and this Trust shall be construed and enforced as
if such invalid or illegal provision had never been
incorporated in this Trust.

     13.10      Gender and Numbers.  Where the context
admits, words in the masculine gender shall include the
feminine, the singular shall include the plural, and the
plural shall include the singular.

     13.11     Headings.  The headings of Sections of this
Trust are for convenience of reference only and shall have
no substantive effect on the provisions of this Trust.

      13.12      Action by Company and Subsidiaries.  Except
as otherwise
provided in this Trust, any action required or permitted to
be taken by the Company or any Subsidiary under the
provisions of this Trust shall be by resolution of its Board
of Directors, or by the person or persons authorized by
resolution of its Board of Directors or if the Company or
Subsidiary has no Board of Directors and is managed by its
shareholder or shareholders, then by such shareholder or
shareholders.

     13.13     Nonalienation of Benefits.  The interests
under this Trust of Participants and any other persons
entitled to benefits under the Plan are not subject to the
claims of their creditors and may not be voluntarily or
involuntarily assigned, alienated or encumbered.

     IN WITNESS WHEREOF, the Company and the Trustee have
caused this Trust to be signed and their seals to be
hereunto affixed and attested by their duly authorized
representatives, as of the day and year first above written.
   
                                   AMERITECH CORPORATION


                                   By:______________________________

                                   Title:____________________________
ATTEST:

By:____________________________    STATE STREET BANK AND TRUST
Title:__________________________   COMPANY


                                   By:_______________________________

                                   Title:_____________________________
ATTEST:

By:____________________________
Title:__________________________