<PAGE>






 
                          AMERITECH CORPORATE RESOURCE
                           LONG TERM DISABILITY PLAN
                           -------------------------

           (As Amended and Restated Effective as of December 1, 1995)






<PAGE>
 
                          AMERITECH CORPORATE RESOURCE
                           LONG TERM DISABILITY PLAN
                           -------------------------


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
 

SECTION                                                              PAGE
-------                                                              ----
<S>        <C>                                                       <C>
 
     1     General                                                      1
               History and Purpose                                      1
               Plan Administration                                      1
               Non-Alienation                                           1
               Source of Benefits                                       1
               Notices                                                  2
               Applicable Laws                                          2
               Gender and Number                                        2
                                                               
     2     Participation                                                2
                 Participation                                          2
                 Plan Not Contract of Employment                        2
 
     3     Disability                                                   3
                 Disability During First Fifty-Two Weeks                3
                 Disability After Fifty-Two Weeks                       3
                 Committee Determination                                3
                 Measurement of Period of Disability                    3
 
     4     Disability Allowance                                         4
                 Disability Allowance For First Fifty-Two Weeks         4
                 Disability Allowance After Fifty-Two Weeks             4
                 Offsets                                                4
                 Medical Expense Benefits                               4
 
     5     Conditions of Payment                                        5
                 Distributions to Persons Under Legal Disability        5
                 Benefits May Not Be Assigned or Alienated              5
                 Forfeiture of Benefits                                 5
 
     6     Amendment or Termination                                     5
                 Administrative Amendments                              5
                 Amendments and Termination                             6
                 Participant Rights                                     6
                 Successors                                             6
</TABLE>
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                         AMERITECH CORPORATE RESOURCE
                           LONG TERM DISABILITY PLAN

          (As Amended and Restated Effective as of December 1, 1995)

                                   SECTION 1
                                   ---------

                                    General
                                    -------

     1.1.  History and Purpose. Effective as of January 1, 1986 the Ameritech
Senior Management Long Term Disability Plan, now re-named the Ameritech
Corporate Resource Long Term Disability Plan (the "Plan") was established by
Ameritech Corporation, a Delaware corporation (the "Company"), as an amendment,
restatement and continuation of the long term disability provisions of the
Ameritech Senior Management Long Term Disability and Survivor Protection Plan
(the "Predecessor Plan"), as applied to employees of the Company and its
subsidiaries and affiliates. The purpose of the Plan is to provide long term
disability protection for corporate resource managers of the Company and of any
Subsidiary or Affiliate of the Company which adopts the Plan (an "Employer").
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 Internal Revenue Code of 1986, as amended. The following
provisions constitute an amendment, restatement and continuation of the Plan,
effective as of December 1, 1995.

     1.2.  Plan Administration. The authority to control and manage the
operation and administration of the Plan as applied to the Company or any other
Employer shall be vested in the Benefit Plan Committee or its delegate which
administers the Ameritech Management Pension Plan (the "Pension Plan") with
respect to the Company or such Employer (the "Committee") and, in exercising
that authority, the Committee shall, to the extent necessary and appropriate,
have the same rights, powers and duties as those delegated to it under the
Pension Plan. The Committee has the exclusive right and discretion to interpret
the provisions of the Plan and the entitlement to benefits under the Plan. Any
decision made by the Committee on any matter within its discretion is
conclusive, final and binding on all persons, and not subject to further review.
The Committee (or its delegate) of the appropriate Employer 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 any Participant or beneficiary whose claim has been denied shall
be the same as those procedures set forth in the Pension 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 shall be paid from the
general assets of the Company or
<PAGE>
 

the other Employer which last employed the Participant. The obligations of the
Company and the other Employers under the Plan are solely contractual, and no
trust or other separate fund shall be established for purposes of paying any
benefits under the Plan.

     1.5.  Notices. Any notice or document required to be given to or filed with
the Committee shall be considered to be given or filed if delivered to the
Committee or mailed by registered mail, postage prepaid, to the Committee, 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 employee of the Company and the other Employers
shall become a Participant in the Plan on the first date after the Effective
Date on which he is employed as:

     (a)  a member of the Company's Management Committee; or

     (b)  a full-time management employee on the active roll of the Company or
          any other Employer (i) who has attained any of salary grades CR 1
          through 9 or equivalent, or (ii) who is an attorney in either of
          salary grades IV or V.

          An employee shall cease to be a Participant as of the date he ceases
          to meet the requirements of subparagraph (a) or (b), even if he
          continues to be employed by the Company or another Employer.

     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 any other
Employer nor any right or claim to any benefit under the Plan, except to the
extent specifically provided under the terms of the Plan.

                                       2
<PAGE>
 

                                   SECTION 3
                                   ---------

                                  Disability
                                  ----------

     3.1.  Disability During First Fifty-Two Weeks. A Participant shall be
considered to be "disabled" at any time during the first fifty-two week period
following the onset of a physical or mental impairment, if such impairment
prevents the Participant from meeting the performance requirements of the
position held immediately preceding the onset of the physical or mental
impairment.

     3.2.  Disability After Fifty-Two Weeks. A Participant shall be considered
to be "disabled" after the first fifty-two week period following the onset of a
physical or mental impairment, if such impairment prevents the Participant from
meeting the performance requirements of (1) the position held immediately
preceding the onset of the physical or mental impairment, (2) a similar
position, or (3) any appropriate position within the Company or another Employer
which the Participant would otherwise be capable of performing by reason of the
Participant's background and experience.

     3.3.  Committee Determination. The Committee shall make the determination
of whether a Participant is disabled within the meaning of subsections 3.1 and
3.2 when the onset of the physical or mental impairment occurs. In making such
determinations, the Committee may rely on the opinion of a qualified physician
selected by the Committee to examine the Participant. The Committee may at any
reasonable time require reasonable proof of the continuing nature of the
Participant's disability.

     3.4.  Measurement of Period of Disability. For purposes of subsections 3.1
and 3.2, the measurement of time following the onset of a physical or mental
impairment shall coincide with the measurement of time used to calculate periods
of sickness and accident disability benefits under the provisions of the
Sickness and Accident Disability Benefit Plan maintained by the Company or
applicable Employer. Successive periods of physical or mental impairment shall
be counted together in computing the periods during which the Participant shall
be entitled to the benefits provided under subsections 4.1 and 4.2, except that
any disability absence after the Participant has been continuously engaged in
the performance of duty for thirteen weeks shall be considered to commence a new
period of physical or mental impairment under subsection 3.1, so that
Participant shall be entitled during such new period to the benefits provided
under subsection 4.1.

                                       3
<PAGE>
 

                                   SECTION 4
                                   ---------
                             Disability Allowance
                             --------------------


     4.1.  Disability Allowance For First Fifty-Two Weeks. A Participant who is
disabled during a period described in subsection 3.1 shall be eligible to
receive a monthly Disability Allowance for such period of disability equal to
100 percent of the Participant's monthly base salary rate on the last day the
Participant was on the active payroll, reduced by any amounts described in
subsection 4.3 which are attributable to the period for which benefits are
provided under this subsection.

     4.2.  Disability Allowance After Fifty-Two Weeks. A Participant who is
disabled during a period described in subsection 3.2 shall, prior to his sixty-
fifth birthday, be eligible to receive a monthly Disability Allowance for such
period of disability equal to 60 percent of the Participant's monthly base
salary rate on the last day the Participant was on the active payroll, reduced
by any amounts described in subsection 4.3 which are attributable to the period
for which benefits are provided under this subsection.

     4.3.  Offsets. A Participant's Disability Allowance under the Plan for any
period shall be reduced by the sum of the following benefits received (or which,
at the election of the Participant, could be received) by the Participant which
are attributable to such period: an accident disability benefit (and, in the
case of the Disability Allowance under subsection 4.1, a sickness disability
benefit) under the Sickness and Accident Disability Benefit Plan maintained by
the Company or applicable Employer; any other retirement income payments, other
than pension benefits received under the Ameritech Management Pension Plan
and/or the Ameritech Corporate Resource Supplemental Pension Plan; any Worker's
Compensation Benefit; and, in the case of a Disability Allowance under
subsection 3.2, any Social Security Insurance Benefit. However, no reduction
shall be made on account of any Social Security Benefit at a rate greater than
the rate which the Participant would have first been eligible to receive after
his disability and as if no other member of his family were eligible for any
Social Security Benefit. Furthermore, the Board of Directors of the Company, in
its discretion, may reduce the Disability Allowance by all or any portion of the
amount of outside compensation or earnings of the Participant for work performed
by the Participant during the period for which such Disability Allowance is
provided.

     4.4.  Medical Expense Benefits. A Participant who is entitled to a benefit
under subsection 4.1 or 4.2 whose combined age plus years of service at
retirement is less than 75 shall be entitled to the same rights and benefits
under the Company's or other Employer's Comprehensive Health Care Plan and
Dental Expense Plan as if he had retired with age plus service totalling 75.

                                       4
<PAGE>
 

                                   SECTION 5
                                   ---------

                             Conditions of Payment
                             ---------------------

     5.1.  Distributions to Persons Under Legal Disability. In the event an
individual is declared incompetent and a conservator or other person legally
charged with the care of the individual's person or estate is appointed, any
benefits to which such individual is entitled under the Plan shall be paid to
such conservator or other person.

     5.2.  Benefits May Not Be Assigned or Alienated. Benefits payable to, or on
account of, any individual under the Plan may not be voluntarily or
involuntarily assigned or alienated.

     5.3.  Forfeiture of Benefits. All benefits under the Plan shall be
forfeited at the discretion of the Company's Board of Directors under the
following circumstances:

     (a)  The Participant is discharged by the Company or another Employer for
          cause;

     (b)  The Board of Directors of the Company or another Employer determines
          that the Participant engaged in misconduct in connection with his
          employment with the Company or Employer; or

     (c)  The Participant, without the consent of the Company or his employing
          Employer or the Employer paying him a benefit hereunder, 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, any
          other Employer or with any business in which the Company or any other
          Employer has a substantial interest (other than as a shareholder with
          a nonsubstantial interest in such business) as determined by the Board
          of the Company or such other Employer (or, if such other Employer does
          not have a Board of Directors and is managed by its shareholder or
          shareholders, by such shareholder or shareholders).


                                   SECTION 6
                                   ---------

                           Amendment or Termination
                           ------------------------

     6.1.  Administrative Amendments. Subject to the provisions of subsection
6.3, the Company's Senior Vice President - Human Resources, or such other
officer of the Company as may from 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
<PAGE>
 

     6.2.  Amendments and Termination. Subject to the provisions of subsection
6.3, the Company's Board of Directors may amend or terminate the Plan at any
time and any other Employer may, by action of its Board of Directors, terminate
its participation in the Plan at any time.

     6.3.  Participant Rights. No action under this Section 6 shall, without the
consent of the affected Participant, adversely affect the rights of any
Participant with respect to any amount payable under the Plan to which the
Participant previously became eligible to receive by reason of a disability
which occurred prior to such action.

     6.4.  Successors. The obligations of the Company and each other Employer
under the Plan shall be binding upon any assignee or successor in interest
thereto. Neither the Company nor any other 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.



                                       6