<PAGE>

                                                                Exhibit 10kk
                                                                ------------

                            PACIFIC TELESIS GROUP

                     EXECUTIVE SUPPLEMENTAL PENSION PLAN
                        (Adopted as of July 1, 1995)


                              TABLE OF CONTENTS

                                                                       Page

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

SECTION 2.  ELIGIBILITY ...............................................   1
     2.1    Eligibility To Participate.................................   1
     2.2    Mandatory Retirement.......................................   1
     2.3    Eligibility For Executive Pension..........................   2

SECTION 3.  AMOUNT OF EXECUTIVE PENSION................................   3
     3.1    Formula for Executive Pension..............................   3
     3.2    Basic Benefit..............................................   4
     3.3    Officer Minimum Benefit....................................   5
     3.4    Special Minimum Benefit....................................   6
     3.5    Special Increases..........................................   6

SECTION 4.  PAYMENT OF EXECUTIVE PENSION...............................   7
     4.1    Service and Vested Pensions................................   7
     4.2    Disability Pensions.........................................  7
     4.3    Notification of and Application for Benefits...............   8
     4.4    Actual Payment Date Following Pension Effective Date.......   8
     4.5    Death Following Pension Effective Date.....................   8

SECTION 5.  WELFARE BENEFITS FOR CERTAIN PARTICIPANTS..................   8
     5.1    Eligibility................................................   8
     5.2    Benefits...................................................   9

SECTION 6.  SURVIVING SPOUSE BENEFITS..................................   9
     6.1    Amount.....................................................   9
     6.2    Regular Surviving Spouse Benefit...........................  10
     6.3    Special Surviving Spouse Benefit...........................  10
     6.4    Form and Time of Payment...................................  10

SECTION 7.  DEATH BENEFITS.............................................  11
     7.1    Eligibility and Waiver.....................................  11
     7.2    Benefits...................................................  11
     7.3    No Right to Company Assets ................................   7
















                                   <PAGE>


                            PACIFIC TELESIS GROUP
                           MID-CAREER PENSION PLAN
                  (Amended and Restated as of July 1, 1995)

                              TABLE OF CONTENTS
                                                                        Page

SECTION 8.  RIGHTS TO BENEFITS.........................................   11
     8.1    Entitlement to Benefits....................................   11
     8.2    Effect of Reemployment.....................................   11
     8.3    Forfeiture for Misconduct..................................   12
     8.4    Waiver in Absence of Claims Release........................   12
     8.5    Waiver by Damage Claims or Suits...........................   13
     8.6    Offset for Judgment or Settlement..........................   13
     8.7    Offset for Payments Under Law..............................   13

SECTION 9.  SOURCE OF BENEFIT PAYMENTS.................................   13
     9.1    Participating Company Liability............................   13
     9.2    All Benefits Unfunded......................................   14
     9.3    No Right to Company Assets.................................   14

SECTION 10. ADMINISTRATION ............................................   14
     10.1   Plan Sponsor ..............................................   14
     10.2   Plan Administrator ........................................   14
     10.3   Procedure to Approve and Deny Claims ......................   15
     10.4   Review Procedure ..........................................   15
     10.5   Further ERISA Rights ......................................   15
     10.6   Named Fiduciaries .........................................   15
     10.7   Allocation of Responsibilities ............................   16
     10.8   Administrative Expenses ...................................   16

SECTION II. AMENDMENT AND TERMINATION..................................   16
     11.1   Plan Amendment.............................................   16
     11.2   Plan Termination...........................................   16

SECTION 12.  DEFINITIONS ..............................................   16





























                                   <PAGE>

                            PACIFIC TELESIS GROUP
                     EXECUTIVE SUPPLEMENTAL PENSION PLAN

                        (Adopted as of July 1, 1995)


SECTION 1.  INTRODUCTION AND PURPOSE

1.1  Introduction.  The Pacific Telesis Group Executive Supplemental Pension
Plan (the "Plan") was adopted  as of July 1, 1995 (the "Effective Date"), to
merge the  Pacific Telesis  Group  Executive Non-Qualified  Pension Plan  (a
"Predecessor  Plan") and  the Pacific  Telesis Group  Supplemental Executive
Retirement Plan (a "Predecessor Plan") into a single plan and to include the
minimum pension and related welfare and surviving spouse benefits previously
provided by the Pacific Telesis Group Senior Management Long Term Disability
and  Survivor Protection Plan  (a "Predecessor Plan"). The benefits provided
by this  Plan  are substantially  similar to  the benefits  provided by  the
Predecessor Plans. Capitalized terms are defined in Section 12 of the Plan.

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

SECTION 2.  ELIGIBILITY

2.1  Eligibility To Participate.  An Executive or a former Executive who was
a  participant in a Predecessor  Plan immediately before  the Effective Date
shall be  a Participant in  this Plan.   Any other  Employee shall become  a
Participant   in  the   Plan   immediately  upon   becoming  an   Executive.
Participation  shall  cease  upon   Termination  of  Employment  unless  the
Participant is then eligible for benefits under the Plan.

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

2.3  Eligibility For Executive Pension.

     (a)     Qualified  Pension  Benefit or  Minimum  Benefit  Required.   A
Participant shall be eligible for an Executive Pension:

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


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                                   <PAGE>


             (ii)   Upon Termination  of Employment,  if the  Participant is
     eligible  for an Officer Minimum Benefit under Section 3.3 or a Special
     Minimum  Benefit under Section  3.4 (even though  he or she  may not be
     eligible for a pension under the Qualified Pension Plan); or

             (iii) Before Termination of Employment, only if the Participant
     is  not  subject to  the  Mandatory  Retirement  Age  requirements  and
     therefore  becomes  eligible  for   an  in-service  pension  under  the
     Qualified  Pension Plan.  In  such a case,  the Participant's Executive
     Pension  shall  be  redetermined  upon Termination  of  Employment,  as
     provided under the Qualified Pension Plan.

     (b)      Type of Pension.  The Executive Pension shall be paid:

             (i)     As  a service  pension,  if  the Participant's  pension
     under the Qualified Pension Plan is payable as a service pension; or

             (ii)   As a service pension, if the Participant's pension under
     the Qualified Pension Plan is payable as an in-service pension; or

             (iii) As a service  pension, if the Executive Pension  is based
     on an  Officer Minimum Benefit  under Section 3.3 or  a Special Minimum
     Benefit under Section 3.4 (even if the Participant is not eligible  for
     a service pension under the Qualified Pension Plan); or

             (iv)   As  a  vested pension,  if  the  Participant's Executive
     Pension is  not  paid as  a service  pension and  if the  Participant's
     pension  under  the  Qualified Pension  Plan  is  payable  as a  vested
     pension; or

             (v)    As a disability pension,  if the Participant's Executive
     Pension is  not paid  as a  service pension and  if the  Participant is
     eligible for a disability pension under the Qualified Pension Plan.

     (c)     Continuation  of Pensions  Commenced  Under Predecessor  Plans.
All Participants who were  retired or terminated former Executives as of the
Effective Date of  this Plan shall  continue to be  entitled to receive  the
benefits they were  receiving or entitled to receive under  the terms of the
Predecessor Plans.


SECTION 3.  AMOUNT OF EXECUTIVE PENSION

3.1  Formula for Executive Pension.  

     (a)     Participants  Who   Are  Executives   at  Retirement.     If  a
Participant  is an  Executive  at the  time  of his  or  her Termination  of
Employment,  the Participant's  Executive  Pension, expressed  as a  monthly
pension commencing on his or her Pension Effective Date, shall equal:







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                                   <PAGE>


             (i)    The greatest of the:

                    (A)   Basic  Benefit  under  Section  3.2,  if  eligible
             therefor; or

                    (B)   Officer  Minimum  Benefit  under  Section  3.3, if
             eligible therefor; or

                    (C)   Special  Minimum  Benefit  under  Section  3.4, if
             eligible therefor;

             (ii)   Reduced by the Qualified Pension Benefit.

If any  benefit under  Clause (i)  above is subject  to reduction  for early
payment, the  reduction shall be made  as provided in Sections  3.2, 3.3 and
3.4,  as  applicable.   The  Participant's Qualified  Pension  Benefit under
Clause   (ii)  above  shall  include  a  reduction  for  early  payment,  if
appropriate.   A Participant's Executive  Pension shall be  paid at the time
and in  the  form  provided in  Section  4 and  may  be subject  to  special
increases as provided in Section 3.5.

     (b)     Participants  Who  Are  Not Executives  At  Retirement.   If  a
Participant is not an Executive at the time of the Participant's Termination
of  Employment,  but  was an  Executive  during  some  previous period,  the
Participant's  Executive Pension shall be  determined in the  same manner as
set forth  in Section 3.1(a)  above, except that  (i) the Years  of Credited
Service   under  the  Basic  Benefit  shall  be  determined  as  though  the
Participant's Termination of Employment occurred on the date that he  or she
ceased serving as an  Executive, (ii) the Participant shall  not be eligible
for either the Special Minimum Benefit  or the Officer Minimum Benefit,  and
(iii) the Executive Pension shall not  be subject to special increases under
Section 3.5 below.   The Participant's actual service and  age shall be used
under  Section  3.2(a)(iii)  to  determine  the  appropriate  early  payment
discount for the Regular Basic Benefit.

3.2  Basic  Benefit.   The Basic  Benefit is  the sum  of  the Participant's
Regular Basic Benefit and his or her Imputed Basic Benefit,  as described in
Sections 3.2 (a) and (b) below.  (The Basic Benefit was formerly provided by
(i) the  restoration benefits  and the  short term  award benefit  available
under the Pacific  Telesis Group Executive  Non-Qualified Pension Plan,  and
(ii) the excess benefits under  sections 415 and 401(a)(17) of  the Internal
Revenue  Code,  available  under  the  Pacific  Telesis  Group  Supplemental
Executive Retirement Plan.)

     (a)     Eligibility  for  and  Amount  of  Regular  Basic Benefit.    A
Participant who is or was an Executive shall be eligible for a Regular Basic
Benefit if the  Participant is eligible for a Qualified  Pension Benefit.  A
Participant's Regular Basic Benefit shall be a monthly pension equal to:

             (i)    1.45%  of the  sum  of the  Participant's Final  Average
     Monthly Base  Pay and  his or  her  Final Average  Monthly STIP  Award;
     multiplied by

             (ii)   The Participant's Years of Credited Service;


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                                   <PAGE>


             (iii)  Adjusted for early payment as follows:

                    (A)   No adjustment  shall be made if  the Participant's
     Executive  Pension is  paid  either as  a disability  pension  or as  a
     service pension which  is payable  on account of  total disability  (as
     provided under the Qualified Pension Plan);

                    (B)   No adjustment shall be made if the Participant has
     at least ten (10) Years of Officer  Service and if, at the time of  his
     or her Termination of Employment, the Participant  is at least 55 years
     of age and is an Officer;

                    (C)   No adjustment shall be  made if the  Participant's
     Executive  Pension is paid as a service  pension and if, at the time of
     his or her Termination of Employment, the Participant either has a Term
     of Employment of at least 30 years or is at least 55 years of age; 

                    (D)   If  the Participant's Executive Pension is paid as
     a service pension in any other case, the Regular Basic Benefit shall be
     reduced  by one-half percent (0.5%)  for each month  or portion thereof
     that  the  Participant's age  is less  than 55  on  his or  her Pension
     Effective Date; or

                    (E)   If the Participant's Executive  Pension is paid as
     a vested pension and if the Participant is less than 65 years of age on
     the  Pension Effective Date, the Regular Basic Benefit shall be reduced
     in accordance with the  early payment factor table for  vested pensions
     under the Qualified Pension Plan.

A Participant's Regular Basic Benefit shall not be increased for any minimum
or early retirement window benefit that may be available under the Qualified
Pension  Plan, unless this Plan  is amended accordingly.    But  in no event
shall a Participant's Regular Basic Benefit at his or  her Pension Effective
Date be less than  the Regular Basic Benefit accrued  under the Plan at  any
earlier time, determined as though the Participant had terminated employment
at that time and as though the Plan had always been in existence.

     (b)     Eligibility  for and  Amount  of  Imputed  Basic  Benefit.    A
Participant who was  a PacTel Employee  before the Separation Date  shall be
eligible  for an Imputed Basic Benefit if  he or she received allocations of
basic, variable or transition contributions under the PacTel Retirement Plan
while  deferring  compensation under  the  Pacific  Telesis Group  Executive
Deferral Plan.  A Participant's Imputed Basic  Benefit shall equal a monthly
life annuity whose Present Value on the Pension Effective Date is equal to:

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





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                                   <PAGE>


             (ii)   Plus  Interest  on  such contributions  to  the  Pension
     Effective Date.

3.3  Officer  Minimum  Benefit.   The  Officer  Minimum  Benefit provides  a
monthly pension to certain Executives  who serve as Officers.  (The  Officer
Minimum  Benefit  was formerly  provided  under  the  Pacific Telesis  Group
Executive Non-Qualified Pension Plan.)

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

             (i)    He or  she became  an Officer  on or  before January 24,
     1992;

             (ii)   He or  she  completes  at  least  10  Years  of  Officer
     Service;

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

             (iv)   In  the  case of  Participants  whose  Years of  Officer
     Service were interrupted for any period of longer than  six (6) months,
     the Participant thereafter completed at least five (5) Years of Officer
     Service.

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

             (i)    45% of  the sum of  the Officer's Final  Average Monthly
Base Pay and Final Average Monthly STIP Award; reduced by

             (ii)   The sum of the Officer's:

                    (A)   Mid-Career Benefit, if any;

                    (B)   PacTel Account Benefit, if any; and

                    (C)   PacTel Pension Benefit, if any.

If an Officer  completes more than  ten (10) Years  of Officer Service,  the
percentage in Clause (i) above shall  be increased one percent (1%) for each
whole Year of Officer Service beyond  ten years, up to a maximum of  50% for
15 or more Years of Officer Service.  The benefit in Clause (i)  above shall
not be adjusted for early payment.

3.4  Special  Minimum Benefit.    The  Special  Minimum Benefit  provides  a
monthly  pension  payable to  eligible Executives  for  life.   (The Special
Minimum  Benefit was  formerly provided  by the  minimum retirement  benefit
provisions  of  the  Pacific  Telesis  Group  Senior  Management  Long  Term
Disability and Survivor Protection Plan.)

     (a)     Eligibility for  Special Minimum Benefit.   A Participant shall
be  eligible for a Special Minimum Benefit  if, at his or her Termination of
Employment, the Participant is an Executive and either: 


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                                   <PAGE>


             (i)    Is eligible  for a  service pension under  the Qualified
     Pension Plan; or

             (ii)   Has reached his  or her 62nd birthday and has  a Term of
     Employment of at least five years.

     (b)     Amount  of Special  Minimum Benefit.   A  Participant's Special
Minimum Benefit is a monthly pension equal to:

             (i)    One and one-quarter percent (1.25%) of the Participant's
     Final Annual Pay; reduced by

             (ii)   The sum of the Participant's:

                    (A)   Mid-Career Benefit, if any;

                    (B)   PacTel Account Benefit, if any; and

                    (C)   PacTel Pension Benefit, if any.

The benefit in Clause (i) above shall not be adjusted for early payment.

3.5  Special  Increases.     Unless  the   Committee  determines  otherwise,
Executive Pensions payable as monthly service or disability (but not vested)
pensions to retired Participants  who were Executives at  the time of  their
Termination  of Employment, or to their joint annuitants, shall be increased
by  the same percentage  and pursuant to  the same terms  and conditions set
forth  in the  Qualified  Pension  Plan  for ad  hoc  increases  to  retired
participants or their joint annuitants.   

SECTION 4.  PAYMENT OF EXECUTIVE PENSION

4.1  Service and Vested Pensions.

     (a)     Time of Payment.   A Participant's Executive Pension paid  as a
service or vested pension  shall commence on the date that the Participant's
benefits under the  Qualified Pension Plan are paid or  commence, subject to
the Committee's discretion to determine another time or times of payment.

     (b)     Form  of  Payment.   Subject to  the Committee's  discretion to
determine another form  of payment, a Participant may elect, before the date
of  his or  her Termination  of Employment,  one of  the following  forms of
payment  for  his or  her  Executive Pension  paid  as a  service  or vested
pension:  

             (i)    Life Annuity.   An annuity payable monthly  for the life
     of  the  Participant only,  in the  amount  determined under  Section 3
     above, including any adjustment for early payment; or 








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                                   <PAGE>


             (ii)   Joint and  Survivor Annuity.  A  reduced annuity payable
     monthly for the  life of  the Participant and,  upon the  Participant's
     death, 50% of such  annuity payable for the  life of the  Participant's
     surviving spouse to whom he or she was married at the Pension Effective
     Date.  The reduced annuity  payable during the life of the  Participant
     shall be 90% of the amount of the life annuity determined in Clause (i)
     above, except that it shall be increased to 100% of the life annuity if
     the spouse dies before the Participant.

If the Participant does not elect one of these alternative  forms of payment
before his  or her Termination of  Employment, or if the  Committee does not
consent  to  the form  of  payment  elected  by the  Participant,  then  the
Committee shall determine, in its  sole discretion, the form of  payment for
the Participant's  Executive Pension and  the appropriate adjustment  to its
amount.

     (c)     Coordination   With   Mid-Career   Pension.     The   foregoing
notwithstanding, a Participant's Executive Pension  payable as a service  or
vested pension shall be paid at the same time and in the same form as his or
her  pension, if  any, under  the Pacific  Telesis Group  Mid-Career Pension
Plan.

4.2  Disability Pensions.  If the Participant's Executive Pension is payable
as a disability pension as  provided under Section 2.3(b), it shall  be paid
monthly  commencing as of the day following the Participant's Termination of
Employment and continuing until the Participant  is no longer eligible for a
disability pension under the Qualified Pension Plan.

     (a)     Cessation  Before  Age 65.    If  the Participant's  disability
pension ends prior to attaining age 65 and the Participant is not reemployed
by  a Participating Company, he or she shall  then be eligible to receive an
Executive Pension payable as a vested  pension.  The Participant may elect a
form  of payment for  the vested pension  in the manner  provided in Section
4.1(b) above, except  that the election must be  made before the termination
date  for the disability pension  or such other date  as may be specified by
the Plan Administrator.

     (b)     Conversion at Age 65.   If the Participant is receiving his  or
her Executive Pension  as a disability pension  immediately before attaining
age  65, the disability pension  shall then cease  and the Participant shall
thereafter be eligible to receive the Executive Pension, in the same amount,
as a service pension.  The Participant shall be  entitled to elect a form of
payment for the  service pension in  the manner  provided in Section  4.1(b)
above,  except that the election must  be made before the Participant's 65th
birthday.

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







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                                   <PAGE>


4.4  Actual  Payment  Date   Following  Pension  Effective   Date.    If   a
Participant's service  pension under  the Qualified  Pension  Plan does  not
commence on the Pension Effective  Date and thus the commencement of  his or
her  Executive Pension  also is  delayed, then  the unpaid  monthly benefits
under  this Plan  from  the Pension  Effective  Date to  the  date that  the
Executive  Pension actually  starts shall be  paid to  the Participant  in a
single sum without interest.

4.5  Death Following Pension Effective  Date.  If a Participant  dies before
the Executive Pension commences but after his  or her Pension Effective Date
(so  that a Surviving Spouse Benefit  is not payable under Section 6.1), the
Participant's Executive Pension shall be paid in the form previously elected
under  Section 4.1(b), as soon as practicable after the Participant's death,
unless the  Committee determines another time  and form of payment.   If the
Participant had elected  a life  annuity, unpaid monthly  benefits from  the
Participant's Pension Effective Date to  the date of death shall be  payable
to  the Participant's  estate or  to  such other  person or  persons as  are
entitled  to  the  Participant's  property  under  applicable  law.  If  the
Participant  had  elected  a  Joint  and  Survivor  Annuity,  unpaid monthly
benefits from the Participant's Pension Effective  Date to the date of death
shall  be  payable to  the Participant's  joint  annuitant and  the survivor
portion  of such annuity shall  be payable to the  joint annuitant as of the
date of the Participant's death.

SECTION 5.  WELFARE BENEFITS FOR CERTAIN PARTICIPANTS

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

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

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

5.2  Benefits.  An  eligible Participant  under Section 5.1  above shall  be
entitled to life  insurance benefits  which are equivalent  to the  benefits
which  would have been provided to the Participant under the Company's group
life insurance plans if he  or she had been  eligible for a service  pension
under  the Qualified  Pension Plan.   In  addition, an  eligible participant
under Section 5.1(b) above shall be entitled  to medical and dental benefits
which are equivalent  to the benefits which would have  been provided to the
Participant under the Company's group medical and dental benefit plans if he
or  she had been eligible for a  service pension under the Qualified Pension
Plan.  (Welfare benefits  were formerly provided to Executives  eligible for
the minimum pension under the Pacific Telesis Group Long Term Disability and
Survivor Protection Plan and  to certain Officers under the  Pacific Telesis
Group Executive  Non-Qualified Pension Plan  and the  Pacific Telesis  Group
Mid-Career Pension Plan.)





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                                   <PAGE>


SECTION 6.  SURVIVING SPOUSE BENEFITS

6.1  Amount.  The amount of the monthly Surviving Spouse Benefit payable for
the life of the surviving spouse shall be equal to the greater of the:

     (a)     Regular Surviving Spouse Benefit under Section 6.3, if eligible
therefor; or

     (b)     Special Surviving Spouse Benefit under Section 6.4, if eligible
therefor.

6.2  Regular Surviving Spouse Benefit.

     (a)     Eligibility.   The surviving spouse  of a Participant  shall be
entitled  to receive a Regular  Surviving Spouse Benefit  if the Participant
dies  either  before  the  Pension  Effective  Date  or  while  receiving  a
disability pension,  and if the  Participant's surviving spouse  is eligible
for  an automatic  survivor  annuity or  other  survivor annuity  under  the
Qualified  Pension Plan.  (The Regular Surviving Spouse Benefit was formerly
provided under  the Pacific Telesis Group  Supplemental Executive Retirement
Plan and the Pacific Telesis Group Executive Non-Qualified Pension Plan.)

     (b)     Amount.   The monthly amount  of the  Regular Surviving  Spouse
Benefit payable for the life  of the surviving spouse shall be equal  to the
survivor's portion of the  Joint and Survivor Annuity  that would have  been
payable  under this  Plan  if the  Participant  had commenced  receiving  an
Executive Pension as a service  or vested pension in the form of a Joint and
Survivor Annuity  under Section  4.1(b)(ii)  on the  day before  his or  her
death, including any adjustment  for early payment, except that  the Regular
Basic Benefit shall be determined without an adjustment for early payment if
the Participant then  was then eligible for a service  pension under Section
2.3(b) of the Plan or if the Participant's Term of Employment at the date of
death was at least 15 years.

     (c)     Special Increases.  Unless the Committee  determines otherwise,
Regular Surviving Spouse Benefits payable  as monthly benefits to  surviving
spouses  who  are  eligible  for  automatic  survivor  annuities  under  the
Qualified  Pension  Plan  shall be  increased  by  the  same percentage  and
pursuant to the same terms and conditions set forth in the Qualified Pension
Plan for ad hoc increases to surviving spouses.
















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                                   <PAGE>


6.3  Special Surviving Spouse Benefit.

     (a)     Eligibility.  The surviving  spouse of  a Participant  shall be
entitled to  receive a Special Surviving  Spouse Benefit if, at  the date of
the Participant's death:

             (i)    The Participant is an Executive; or

             (ii)   The Participant is a former Executive who, at his or her
     Termination  of Employment, was an Executive, either was eligible for a
     service pension under the Qualified Pension Plan or had  reached his or
     her 62nd birthday and had a Term  of Employment of at least five years,
     and  did not  decline to  elect a  joint and  survivor annuity  form of
     payment under the Qualified Pension Plan.

(The Special  Surviving  Spouse  Benefit was  formerly  provided  under  the
Pacific Telesis  Group Senior Management  Long Term Disability  and Survivor
Protection Plan.)

     (b)     Amount.   The  monthly amount  of the Special  Surviving Spouse
Benefit payable for the life of the surviving spouse shall be equal to:  

             (i)    One and  one-quarter percent (1 %)  of the Participant's
     Final Annual Pay; reduced by:

             (ii)   The sum of the monthly survivor annuities payable to the
     surviving spouse  under  the Qualified  Pension  Plan and  the  Pacific
     Telesis Group Mid-Career Plan, in the amounts that those benefits would
     be  payable as  monthly benefits  for  life as  of the  first day  they
     actually  are paid (regardless of  other forms of  payment available or
     elected); plus the monthly amount (or equivalent) of any other lifetime
     payments to the surviving spouse from the Company.
 
6.4  Form  and Time of  Payment.  Subject  to the Committee's  discretion to
determine another time and form of payment, a Surviving Spouse Benefit shall
be  payable  as a  monthly annuity  for the  life  of the  surviving spouse,
commencing as  of the date  that the  surviving spouse's benefits  under the
Qualified  Pension  Plan  commence.    Notwithstanding  the  foregoing,  the
Surviving Spouse Benefit under this Plan shall be paid at the same  time and
in the same form  as the Surviving Spouse Benefit, if any, under the Pacific
Telesis Group Mid-Career Pension Plan.

SECTION 7.  DEATH BENEFITS

7.1  Eligibility and Waiver.   The beneficiary of a  Participant who dies as
an Executive, or who dies after Termination of Employment if the Participant
was an Executive at the time of his or her Termination of Employment,  shall
be  eligible  for a  Death Benefit  under this  Plan  if the  beneficiary is
eligible  for  death  benefits  under the  Qualified  Pension  Plan.    If a
Participant is  deemed to have waived a  sickness or pensioner death benefit
under  the Qualified Pension Plan,  then the associated  Death Benefit under
this Plan shall also be deemed to have been waived.




                                     10








                                   <PAGE>


7.2  Benefits.  Except as  otherwise provided in this Section  (or elsewhere
in this Plan),  the Death Benefits provided by the  Plan shall be determined
and  administered in the same  manner and are subject to  the same terms and
conditions as the accident,  sickness and pensioner death  benefits provided
under the Qualified Pension Plan.

     (a)     Determination of Amount.  The amount of a sickness, accident or
pensioner Death Benefit provided by this Plan shall be equal to:

             (i)    One times the Participant's Final Annual Pay;

             (ii)   Reduced  by  the sickness,  accident or  pensioner death
     benefit payable with  respect to  the Participant  under the  Qualified
     Pension Plan, as applicable.

In the  case of a pensioner  Death Benefit, the amount  determined in clause
(i) above shall be subject to the same reductions, if any, which are applied
to  the Participant's pensioner  death benefit  under the  Qualified Pension
Plan.

     (b)     Form  and Time of Payment.   The Committee  shall determine, in
its sole discretion, the time and form of payment for any Death Benefit paid
under this Plan.

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

SECTION 8.  RIGHTS TO BENEFITS

8.1  Entitlement to  Benefits.  A  Participant's Executive Pension  shall be
based on the terms of the Plan in effect at the Participant's Termination of
Employment.  Entitlement  to a Surviving Spouse  Benefit or a Death  Benefit
shall accrue  on the date such benefit becomes payable.  Except as otherwise
provided in the Plan,  entitlement to other  benefits described in the  Plan
shall accrue on the date of the Participant's Termination of Employment.

     (a)     Assignment or Alienation.  Assignment or alienation of pensions
or other benefits under this Plan will not be permitted or recognized except
as required by law.

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

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




                                     11








                                   <PAGE>


8.3  Forfeiture for Misconduct.  Notwithstanding any other provision of  the
Plan,  all or  a portion of  the benefits that  a Participant or  his or her
surviving  spouse,  joint  annuitant  or beneficiaries  would  otherwise  be
eligible to receive under this Plan may be forfeited, in the sole discretion
of the Company's Board of Directors, under the following circumstances:

     (a)     The Participant  is discharged  by a Participating  Company for
cause; or

     (b)     A determination is made by the board of directors of a Partici-
pating Company that the Participant engaged in misconduct in connection with
his or her employment by that Participating Company.

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

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

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




                                     12








                                   <PAGE>


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

SECTION 9.  SOURCE OF BENEFIT PAYMENTS

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

9.2  All  Benefits Unfunded.  All  benefits payable under  the Plan shall be
paid  from  the Company's  or  Participating  Company's operating  expenses,
though the  purchase of insurance  from an  insurance company, or  through a
trust established by  the Company and/or  the other Participating  Companies
for this purpose, as the Company may determine.

9.3  No Right to Company Assets.  Neither an Executive nor  any other person
shall acquire by  reason of the Plan  any right in  or title to any  assets,
funds  or  property  of the  Company  or  any  other Participating  Company,
including, without limiting  the generality of  the foregoing, any  specific
funds, trust accounts or assets which any Participating Company, in its sole
discretion,  may earmark or set  aside in anticipation  of a liability under
the Plan.  A Participating Company's obligation to pay any amounts under the
Plan shall be unfunded as to the Executive, whose rights shall be those of a
general unsecured creditor.


                                     13








                                   <PAGE>


SECTION 10.  ADMINISTRATION

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

10.2 Plan Administrator.   The  Executive Vice President-Human  Resources of
the  Company shall  be the  Plan Administrator  as that  term is  defined in
ERISA.  The Plan Administrator shall have the specific powers granted to him
elsewhere  in the  Plan and  shall also  have such  other powers  as  may be
necessary in order to administer the Plan in his sole discretion, except for
those  powers granted or provided to be granted  to others by the Plan.  The
Plan  Administrator  shall  determine   conclusively  for  all  parties  all
questions  arising in  the  administration  of  the  Plan  and,  insofar  as
permitted  by applicable law, any  decision of the  Plan Administrator shall
not be subject to further review.

10.3 Procedure To Approve  and Deny Claims.   The Committee shall  have sole
discretion to  determine  the rights  of  Participants (or  their  surviving
spouses, joint  annuitants or  other  beneficiaries) to  benefits under  the
Plan,  and to  authorize disbursements  under the  Plan.   In all  questions
relating to  age and service for eligibility for any benefit under the Plan,
or relating  to service and  rates of pay  for determining  benefits payable
under the  Plan, the decisions  of the Committee,  based upon this  Plan and
upon  the records of  the Participating Companies  employing the individual,
shall be  final insofar as permitted  by applicable law.   The Committee may
adopt such  rules of  procedure as it  may find  appropriate.   A claim  for
benefits under  the Plan shall be  deemed denied unless the  decision of the
Committee is sent within 90 days of its receipt  of the claim (or within 180
days, if the Committee extends the time by notifying the claimant in writing
of the special  circumstances requiring an extension  and the date  by which
the decision is  expected).  If a  claim is denied in  whole or part by  the
Committee, it shall send a written decision stating (a) the specific reasons
for the denial,  making specific  reference to pertinent  provisions of  the
Plan; (b) what additional information, if any, would help perfect the  claim
for benefits; and (c) what  steps the claimant must take to submit the claim
for review. 

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


                                     14








                                   <PAGE>


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

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

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

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

SECTION 11.  AMENDMENT AND TERMINATION

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

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

                                     15








                                   <PAGE>


SECTION 12.  DEFINITIONS

     "Basic Benefit" is a benefit  that is used in the determination  of the
amount of the Executive Pension, as set forth in Section 3.2.

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

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

     "Effective Date" means July 1, 1995.

     "Employee" means  a common  law employee  of the  Company or any  other
Participating Company.

     "Employer  Group" shall  have the  meaning set  forth in  the Qualified
Pension Plan.

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

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

     "Executive Pension" means the pension provided pursuant to Section 3 of
this Plan.

     "Final  Annual Pay," which is  used in determining  the Special Minimum
Pension  in  Section  3.4(b)(i), the  Special  Surviving  Spouse Benefit  in
Section  6.3(b)(i) and  the Death  Benefit in  Section 7.2(a)(i),  means the
Participant's annual  rate of base pay (whether or not deferred) on the last
day he or she was  on the active payroll of a Participating Company plus the
Participant's  annual Standard  Award  as determined  under  the Short  Term
Incentive Plan on the last day he or she was on the active payroll.

     "Final  Average Monthly  Base Pay,"  which is  used in  determining the
Regular Basic Benefit in  Section 3.2(a)(i) and the Officer  Minimum Benefit
in Section 3.3(b)(i), means  the average of the Participant's  monthly rates
of base pay, whether or not deferred, for the final 60 months in his  or her
Term of Employment  that is recognized for this purpose  under the Qualified
Pension Plan.













                                     16








                                   <PAGE>


     "Final  Average Monthly STIP Award,"  as used in  Section 3.2(a)(i) for
the  purpose of  determining  the  Regular  Basic  Benefit  and  in  Section
3.3(b)(i)  for the purpose of determining the Officer Minimum Benefit, means
the average  of the  Participant's "Monthly  STIP Awards"  for the  final 60
months in his or her Term of Employment that is recognized  for this purpose
as set  forth under the Qualified Pension Plan.  "Monthly STIP Award" means,
for any month in a calendar year, 1/12 of the  Participant's annual Standard
Award (whether or not deferred) as  set forth under the Short Term Incentive
Plan for that calendar year.  In the case of Participants who were Employees
on the Separation  Date and who had  participated in the PacTel  Corporation
Short Term  Incentive Plan, the  "Monthly STIP Award"  for any  month before
April 1, 1994,  during such  participation means 1/12  of the  Participant's
annual  standard  award under  the PacTel  Corporation Short  Term Incentive
Plan, as adjusted for changes in position rate.

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

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

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

     "Mid-Career Benefit" means the  amount of the monthly pension,  if any,
that would be payable as a life annuity under the Pacific Telesis Group Mid-
Career Pension Plan as of the Participant's Pension Effective Date, adjusted
for early payment if applicable.  Any ad hoc  or other increases to the Mid-
Career Benefit payable after the Participant's Pension  Effective Date shall
be disregarded.

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

             (i)    A position with  the Company described in the  bylaws of
     the Company as  that of  an officer,  other than  an assistant  officer
     position; or

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

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



                                     17








                                   <PAGE>


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

     "Officer Minimum Benefit"  is a benefit  that is used to  determine the
amount of the Executive Pension, as set forth in Section 3.3.

     "PacTel Account Benefit," which  is used to reduce the  Officer Minimum
Benefit and the Special Minimum Benefit in Sections 3.3(b) and 3.4(b) of the
Plan,  means  a monthly  life annuity,  commencing  as of  the Participant's
Pension Effective Date, whose Present Value equals the sum of the  following
amounts:

             (i)    Value of  the Basic Account under  the PacTel Retirement
     Plan on the  Separation Date,  plus Interest to  the Pension  Effective
     Date;

             (ii)   Value  of  the   Variable  Account   under  the   PacTel
     Retirement  Plan on the Separation  Date, plus Interest  to the Pension
     Effective Date;

             (iii)  Value  of  the  Transition  Account  under  the   PacTel
     Retirement  Plan on the Separation  Date, plus Interest  to the Pension
     Effective Date;

             (iv)   Amount of  all withdrawals  and distributions made  from
     the Basic, Variable and Transition Accounts under the PacTel Retirement
     Plan prior  to the  Separation Date,  plus  Interest from  the date  of
     withdrawal to the Pension Effective Date; and

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

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

     "PacTel Pension Benefit," which  is used to reduce the  Officer Minimum
Benefit and the Special Minimum Benefit in Sections 3.3(b) and 3.4(b) of the
Plan,  means the sum of the pensions payable at age 65 that were  accrued as
of the Separation  Date under the AirTouch  Communications Employees Pension
Plan  (other than any pension payable  under Supplements A, B  and C of that
plan) and  the AirTouch Communications Supplemental  Executive Pension Plan,
except  that each  pension shall  be adjusted for  early payment,  under the
terms of its plan in effect at the Separation Date, as if  the Participant's
annuity under the plan commenced on the Participant's pension effective date
under  those plans,  if received  as a  service pension,  or on  the Pension
Effective Date under this Plan, if received as a vested pension.

                                     18








                                   <PAGE>


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

     "Participant"  means an  Executive or  former Executive  who meets  the
eligibility requirements of Section 2 of the Plan.

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

     "Pension Effective Date" means  the date as of which  the Participant's
Executive Pension is calculated, as follows:

             (i)    For service pensions, the  Pension Effective Date is the
     day after the Participant's Termination of Employment.

             (ii)   For vested  pensions, the Pension Effective  Date is the
     date as of which the Pension is paid under Section 4.

             (iii)  For disability pensions,  the Pension Effective  Date is
     the  day  after the  Participant's  Termination  of Employment  due  to
     disability.

     "Plan" means this Pacific  Telesis Group Executive Supplemental Pension
Plan.

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

     "Predecessor  Plans"  mean the  Pacific  Telesis  Group Executive  Non-
Qualified  Pension Plan,  the Pacific  Telesis Group  Supplemental Executive
Retirement Plan, and the  minimum pension and related welfare  and surviving
spouse benefit  provisions of the Pacific Telesis Group Executive Disability
and  Survivor Protection  Plan (formerly  called the  Pacific Telesis  Group
Senior Management Long  Term Disability  and Survivor  Protection Plan).  It
also means the predecessor plan to those plans, i.e., the Bell System Senior
Management Non-Qualified Pension Plan. 

     "Present  Value"  means  a  single  sum  amount  which  is  actuarially
equivalent to a monthly annuity payable for life, based on actuarial factors
set forth  in the  Qualified Pension  Plan for the  purposes of  determining
cashout payments.









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                                   <PAGE>


     "Qualified  Pension Benefit"  means the amount  of the  monthly pension
that would be  payable to a Participant under the  Qualified Pension Plan as
of the Participant's Pension  Effective Date, adjusted for early  payment if
applicable and further adjusted for any  additional pension actually payable
after the Pension Effective Date  due to increased limits under section  415
of the Internal Revenue Code.  However, if a Participant is not an Executive
at his or her Termination of Employment and if nonqualified pension benefits
are payable under  the Qualified Pension Plan  due to limits  under sections
401(a)(17)  and 415  of the  Internal Revenue  Code, then  the Participant's
Qualified Pension  Benefit shall  include the nonqualified  pension benefits
payable under  the Qualified Pension  Plan.  Any  ad hoc or  other increases
payable  under the Qualified Pension  Plan after the  Pension Effective Date
(other than  increases due to section  415 limits) shall not  be included in
the amount of the Participant's Qualified Pension Benefit.

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

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

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

     "Special Minimum  Benefit" is a benefit  that is used to  determine the
amount of the Executive Pension, as set forth in Section 3.4.

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

     "Term  of Employment"  means  the  number  of  years  credited  to  the
Participant  for purposes of  determining eligibility for  a service pension
and  the  early  payment discount  under  the Qualified  Pension  Plan.   As
provided  under  the  Qualified  Pension   Plan,  a  Participant's  Term  of
Employment (a) includes all periods that the Participant was employed by the
Company,  other  companies  participating  in the  Qualified  Pension  Plan,
certain joint venture employers, and certain predecessor employers; (b) does
not  include service  before  a  break  in service  until  such  service  is
"bridged"  as provided in the  Qualified Pension Plan;  and (c) excludes any
period of employment which  was transferred from the Qualified  Pension Plan
to  the  PacTel Corporation  Employees  Pension  Plan  effective before  the
Separation  Date and was included in the Participant's service recognized by
that plan as of the Separation Date.

     "Termination  of  Employment" means  the  date on  which  a Participant
terminates employment  with all Participating  Companies and members  of the
Employer Group.








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                                   <PAGE>


     "Years of Credited Service" means the number of whole and partial years
credited  to the Participant for purposes of calculating the monthly pension
benefit under the Qualified Pension Plan except that, as provided in Section
3.1(b)  above, if  a  Participant  is  not  an Executive  upon  his  or  her
Termination of Employment, the years so credited under the Qualified Pension
Plan  after  the  Participant  ceased  serving  as  an  Executive  shall  be
disregarded.   As provided under the Qualified Pension Plan, a Participant's
Years  of  Credited   Service  (a)  reflect  an   adjustment  for  part-time
employment; (b) do not  include periods of service with  a non-Participating
Company  without a transfer of assets and corresponding Disabilities; (c) do
not  include periods that the Participant was employed by PacTel Corporation
(and  its subsidiaries)  between  January 1, 1987, and  the Separation  Date
unless the Participant was an Employee on the Separation Date and had been a
full accrual participant under the PacTel Corporation Employees Pension Plan
before the Separation Date; (d)  do not include periods of service  before a
break  in  service  until  such service  is  "bridged"  as  provided  in the
Qualified Pension Plan;  and (e) are limited  to the greater of  30 years or
the actual years accrued as of December 31, 1994.

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














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