<PAGE>

                                                                Exhibit 10nn
                                                                ------------
                            PACIFIC TELESIS GROUP
                           MID-CAREER PENSION PLAN
                  (Amended and Restated as of July 1, 1995)

                              TABLE OF CONTENTS
                                                                        Page

SECTION 1.  INTRODUCTION AND PURPOSE...................................    1

SECTION 2.  ELIGIBILITY ...............................................    1
     2.1    Eligibility to Participate ................................    1
     2.2    Mandatory Retirement Age ..................................    1
     2.3    Eligibility for Mid-Career Pension ........................    1

SECTION 3.  AMOUNT OF MID-CAREER PENSION ..............................    2
     3.1    Formula for Mid-Career Pension ............................    2
     3.2    Determination of Mid-Career Pension Credits ...............    3
     3.3    Limitations on Mid-Career Pension .........................    3
     3.4    Adjustments to Mid-Career Pensions for Early Payment ......    4
     3.5    Special Increases .........................................    5
     3.6    Retiree Welfare Benefits ..................................    5

SECTION 4.  PAYMENT OF MID-CAREER PENSION .............................    5
     4.1    Service and Vested Pensions ...............................    5
     4.2    Disability Pensions .......................................    6
     4.3    Notification of and Application for Benefits ..............    6
     4.4    Actual Payment Date Following Pension Effective Date ......    6
     4.5    Death Following Pension Effective Date ....................    6

SECTION 5.  SURVIVING SPOUSE BENEFITS .................................    7
     5.1    Eligibility ...............................................    7
     5.2    Amount ....................................................    7
     5.3    Form and Time of Payment ..................................    7
     5.4    Special Increases .........................................    7

SECTION 6.  RIGHTS TO BENEFITS ........................................    8

     6.1    Rights to Benefits ........................................    8
     6.2    Effect of Reemployment ....................................    8
     6.3    Forfeiture for Misconduct .................................    8
     6.4    Offset for Payments Under Law .............................    8

SECTION 7.  SOURCE OF BENEFIT PAYMENTS ..............................      9
     7.1    Participating Company Liability ...........................    9
     7.2    All Benefits Unfunded .....................................    9
     7.3    No Right to Company Assets ................................    9


















                                   <PAGE>


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

                              TABLE OF CONTENTS
                                                                        Page

SECTION 8.  ADMINISTRATION ............................................    9
     8.1    Plan Sponsor ..............................................    9
     8.2    Plan Administrator ........................................    9
     8.3    Procedure to Approve and Deny Claims ......................   10
     8.4    Review Procedure ..........................................   10
     8.5    Further ERISA Rights ......................................   10
     8.6    Named Fiduciaries .........................................   11
     8.7    Allocation of Responsibilities ............................   11
     8.8    Administrative Expenses ...................................   11


SECTION 9.  AMENDMENT AND TERMINATION .................................   11
     9.1    Plan Amendments ...........................................   11
     9.2    Plan Termination ..........................................   11

SECTION 10.  DEFINITIONS ..............................................   12










































                                   <PAGE>

                            PACIFIC TELESIS GROUP
                           MID-CAREER PENSION PLAN

                  (Amended and Restated as of July 1, 1995)


SECTION 1.  INTRODUCTION AND PURPOSE

The Pacific Telesis Group  Mid-Career Pension Plan (the "Plan")  was adopted
effective November 18, 1981, and has been amended and restated as of July 1,
1995.  The purpose of the Plan  is to assist the Participating Companies  in
attracting and  retaining highly  competent management by  providing certain
unfunded  pension payments  to eligible  Employees.   Capitalized terms  are
defined in Section 10 of the Plan.

SECTION 2.  ELIGIBILITY

2.1  Eligibility to Participate.   An Employee  who was hired or  rehired by
the Employer  Group (or by  The Pacific Telephone  and Telegraph Company  or
other  Bell System Company prior to  January 1, 1984) at age  35 or older at
Fourth Level  or above and  whose Term of  Employment includes at  least one
year  of continuous full-time  service at Fourth  Level or above  shall be a
Participant in this Plan, but only if:

     (a)  The Employee,  as of the date of such hire or rehire, was employed
by a Participating Company; and

     (b)  The Employee's hire  was not  the result of  the Employer  Group's
acquisition of stock or assets of the Employee's immediate prior employer.

A  Participant shall remain a Participant after Termination of Employment to
the extent that Plan benefits are paid or payable.

2.2  Mandatory  Retirement Age.   Each Participant, whether  or not eligible
for  benefits under  this Plan,  shall  cease to  be eligible  for continued
employment no later than the  last day of the month in which the Participant
attains the Mandatory Retirement Age.

2.3  Eligibility for Mid-Career Pension.

     (a)  Fifth-Level Service Required.  A Participant  shall be eligible to
receive a  Mid-Career Pension under this Plan if, at  the time of his or her
Termination of Employment,  the Participant  is employed at  Fifth Level  or
above  by any  member of the  Employer Group  and the  Participant's Term of
Employment includes at least five years of full-time service  at Fifth Level
or  above.   A Participant  shall not  be eligible  to receive  a Mid-Career
Pension before Termination of Employment.

     (b)  Type of Pension.  The Mid-Career Pension shall be paid:

          (i)  As  a service pension, if  the Participant is  eligible for a
     service pension  under the  Qualified Pension Plan  (without regard  to
     minimum  benefits or early retirement  window benefits which change the
     age and service requirements for a service pension); or



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                                   <PAGE>


          (ii) As a vested pension,  if the Participant's Mid-Career Pension
     is not  payable as a service  pension and if  the Participant's pension
     under the Qualified Pension Plan is payable as a vested pension; or

          (iii)  As a  disability pension,  if the  Participant's Mid-Career
     Pension is  not paid as  a service  pension and if  the Participant  is
     eligible for  a disability  pension under  the Qualified Pension  Plan.
     Should  the disability  pension  under the  Qualified  Pension Plan  be
     discontinued pursuant to the terms of that plan, the disability benefit
     hereunder shall also be discontinued.

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

SECTION 3.  AMOUNT OF MID-CAREER PENSION

3.1  Formula for Mid-Career Pension.

     (a)  Service Only as  Non-Officer.   The monthly pension  amount for  a
Participant  whose Years  of Credited Service  do not include  any period of
service as an Officer shall equal his or her Mid-Career  Pension Credits, as
determined in Sections 3.2 and 3.3(a)  below, multiplied by one percent (1%)
of  the sum of  his or her  Final Average Monthly  Base Pay plus  his or her
Final Average Monthly STIP Award.

     (b)  Service  Only  as  Officer.   The  monthly  pension  amount for  a
Participant  whose Years of Credited Service include only periods of service
as  an  Officer  shall equal  his  or  her  Mid-Career  Pension Credits,  as
determined in  Sections 3.2 and 3.3(a) below, multiplied by 1.45% of the sum
of his  or her Final Average Monthly Base Pay  plus his or her Final Average
Monthly STIP Award.  

     (c)  Officer and Non-Officer Service.  For a Participant whose Years of
Credited Service  include periods of service  as both an Officer  and a non-
Officer,  the monthly  pension amount  shall be  calculated as  provided for
Officers in Section 3.1(b)  above, except that 1.45% shall  be replaced with
the following fraction:

                              A x .0145 + B  x .01
                              --------------------
                                        C

with A, B and C having the following definitions:

A  =   Months  of  full-time  service  at  Officer  level  included  in  the
       Participant's Years of Credited Service
B  =   Months of  full-time  service below  Officer  level included  in  the
       Participant's Years of Credited Service
C  =   Total months of full-time service included in the Participant's Years
       of Credited Service


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                                   <PAGE>


3.2  Determination of  Mid-Career Pension  Credits.  For  those Participants
who are hired or rehired at Fifth  Level or above and whose entire Years  of
Credited Service include only  service at Fifth Level or  above, "Mid-Career
Pension Credits" means  the excess of  35 years over  the Years of  Credited
Service  that  the Participant  could  accrue  if he  or  she  worked for  a
Participating Company to  age 65, subject  to the limitation on  the maximum
number of Mid-Career Pension Credits set forth in Section 3.3(a) below.  For
all other Participants who are hired or rehired at Fourth Level or above and
whose Years  of Credited Service include  service at Fourth Level  or below,
"Mid-Career Pension  Credits" means the product computed  by multiplying the
Mid-Career  Pension Credits  determined  in  the  preceding  sentence  by  a
fraction whose numerator  is the number of full  months of full-time service
at Fifth Level or above in the Participant's Years of  Credited Service, and
whose denominator is the total number  of months of full-time service in the
Participant's Years of Credited Service.

3.3  Limitations on Mid-Career Pension.

     (a)  Limit  on Mid-Career Pension Credits.  Regardless of the number of
a   Participant's  Mid-Career Pension  Credits determined under  Section 3.2
above,  the  Participant's  Mid-Career  Pension Credits  at  Termination  of
Employment shall not exceed the Participant's Years of Credited Service with
Participating Companies accrued as of such termination.

     (b)  Limit  on  Amount  of  Mid-Career Pension.    Notwithstanding  the
pension  otherwise provided  by  Section 3.1,  the  maximum monthly  pension
provided by this Plan shall not exceed:

          (i)  43.5% of the sum  of the Participant's Final Average  Monthly
     Base Pay and Final Average Monthly  STIP Awards, as adjusted for  early
     payment in accordance with Section 3.4 below, if applicable; reduced by


          (ii) The sum of:

               (A)  The monthly  pension payable  from the trust  fund under
     the Qualified Pension Plan;

               (B)  The  monthly  nonqualified  pensions  payable  under the
     Qualified  Pension  Plan  due to  the  limits  under  sections 415  and
     401(a)(17) of the Internal Revenue Code;

               (C)  The  monthly  nonqualified  pension  payable  under  the
     Qualified  Pension Plan  due  to deferrals  of  compensation under  the
     Pacific Telesis Group Nonqualified Savings Plan; and

               (D)  The monthly pension  payable under  the "basic  benefit"
     provisions of the Executive Pension Plan; 

all as adjusted for early payment, if applicable.

3.4  Adjustments  to Mid-Career  Pensions for  Early Payment.    The monthly
amount of a  Mid-Career Pension as determined under Section  3.1 above shall
be adjusted for early payment as follows:


                                      3








                                   <PAGE>


     (a)  Disability  Pensions.    No  adjustment  shall  be  made  if   the
Participant's Mid-Career 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)  Pensions for Certain Officers.  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
age 55 and is an Officer;

     (c)  Service Pensions  Without Adjustment.  No adjustment shall be made
if the Participant's Mid-Career Pension is payable 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)  Other Service  Pensions.  If the  Participant's Mid-Career Pension
is paid as a service pension in any other case, the  monthly amount shall be
reduced by one-half percent (0.5%) for  each calendar month or part  thereof
by which the Participant's age at  Termination of Employment is less than 55
years; or

     (e)  Other Vested Pensions.  If the Participant's Mid-Career Pension is
paid as a vested pension and if the Participant is less than 65 years of age
on the Pension Effective  Date, the monthly amount of the Mid-Career Pension
shall  be reduced  in accordance  with the  early payment  factor table  for
vested pensions under the Qualified Pension Plan.

3.5  Special  Increases.   Unless the  Committee determines  otherwise, Mid-
Career  Pensions payable as monthly  service or disability  (but not vested)
pensions  to  retired  Participants  and  their joint  annuitants  shall  be
increased  by  the  same percentage  and  pursuant  to  the  same terms  and
conditions  applicable to ad hoc increases for retired participants or their
joint annuitants under the Qualified Pension Plan.

3.6  Retiree  Welfare Benefits.    A Participant  who  is not  eligible  for
retiree welfare  benefit coverage under the Company's  group welfare benefit
plans but who, at Termination of Employment,  has at least ten (10) Years of
Officer  Service, has reached  age 55 and  is an Officer,  shall be entitled
under Section  5 of the Executive  Pension Plan to medical,  dental and life
insurance benefits which  are equivalent  to the benefits  which would  have
been provided to the Participant under  the Company's group welfare plans if
he or  she had  been  eligible for  a service  pension  under the  Qualified
Pension Plan.


SECTION 4.  PAYMENT OF MID-CAREER PENSION

4.1  Service and Vested Pensions.

     (a)  Time of Payment.   A  Participant's Mid-Career 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.


                                      4








                                   <PAGE>


     (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  Mid-Career 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 

          (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 Mid-Career  Pension and the appropriate adjustment  to its
amount.

     (c)  Coordination  With   Executive  Pension   Plan.    The   foregoing
notwithstanding, a Participant's Mid-Career 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 Executive Pension Plan.

4.2  Disability  Pensions.    If  the Participant's  Mid-Career  Pension  is
payable  as a disability pension as  provided under Section 2.3(b), it shall
be  paid monthly 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 eligibility  for a
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 a Mid-Career 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
Mid-Career 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  Mid-Career  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.


                                      5








                                   <PAGE>


4.3  Notification of  and Application for Benefits.   The Plan Administrator
may notify the  Participant of the amount of his  or her Mid-Career Pension.
The Participant must apply for benefits under the Plan and such  application
should be  made no earlier  than 150  days before the  Participant's Pension
Effective Date.

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 Mid-Career Pension  also is  delayed, then the  unpaid monthly  benefits
under this  Plan from the Pension  Effective Date to the date  that the Mid-
Career 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 Mid-Career Pension commences but after his or her Pension Effective Date
(so that  a Surviving Spouse Benefit is  not payable under Section 5.1), the
Participant's  Mid-Career  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.  SURVIVING SPOUSE BENEFITS

5.1  Eligibility.  The surviving  spouse of a Participant shall  be entitled
to  receive a Surviving  Spouse Benefit under  this Plan if  the Participant
dies either  (a) while  receiving   a  Mid-Career  Pension as  a  disability
pension  or  (b) prior  to  his  or  her  Pension  Effective  Date,  if  the
Participant's surviving  spouse would be eligible for  an automatic survivor
annuity or other surviving annuity under the Qualified Pension Plan.

5.2  Amount.  The amount of the monthly 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 a Mid-Career 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  Mid-Career  Pension shall  be  determined
without an adjustment for early payment if the Participant 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.







                                      6








                                   <PAGE>


5.3  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
Executive Pension Plan.

5.4  Special  Increases.     Unless  the  Committee   determines  otherwise,
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.

SECTION 6.  RIGHTS TO BENEFITS

6.1  Rights to Benefits.   A Participant's Mid-Career 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 shall accrue  on the
date the  benefit becomes payable.   Except as may be  otherwise provided in
the Plan, entitlement to a Mid-Career Pension under 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.

6.2  Effect of Reemployment.  If a Participant who is receiving a Mid-Career
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 Employee's subsequent
Termination  of  Employment,  his   or  her  Mid-Career  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.

6.3  Forfeiture for Misconduct.   Notwithstanding any other provision of the
Plan,  all or  a portion of  the benefits that  a Participant or  his or her
joint annuitant or surviving  spouse 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:









                                      7








                                   <PAGE>


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

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

6.4  Offset for Payments Under  Law.   If any  benefit becomes payable to  a
Participant or  his or her joint annuitant or surviving spouse 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.

SECTION 7.  SOURCE OF BENEFIT PAYMENTS. 

7.1  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 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 joint
annuitant or surviving spouse, 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 8.4.

7.2  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.







                                      8








                                   <PAGE>


7.3  No  Right to  Company Assets.     Neither a  Participant 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 Participant, whose rights shall be those of
a general unsecured creditor.

SECTION 8.  ADMINISTRATION. 

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

8.2  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.

8.3  Procedure To Approve and Deny  Claims.   The Committee shall  have sole
discretion  to  determine  the  rights  of  Participants  (or  their   joint
annuitants  or surviving  spouses)  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. 











                                      9








                                   <PAGE>


8.4  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 joint  annuitants or  surviving
spouses) 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).

8.5  Further ERISA Rights.  Any Participant (or joint annuitant or surviving
spouse) 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

8.6  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.

8.7  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.

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














                                     10








                                   <PAGE>


SECTION 9.  AMENDMENT AND TERMINATION. 

9.1  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 joint
annuitants  or surviving  spouses,  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.

9.2  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 this  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  joint annuitant or surviving spouse),  or affect
the rights of  any individual to  any benefit to  which he  or she may  have
previously  become  entitled under  the  Plan.   A  Participating  Company's
withdrawal from participation shall not  affect that company's liability  to
provide benefits to a Participant as described in Section 7.1 of the Plan.

SECTION 10.  DEFINITIONS

     "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 November 18, 1981, which was the effective date
for this Plan for Participants  who were actively employed on or  after that
date.

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




                                     11








                                   <PAGE>


     "Final Average Monthly Base Pay" 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.

     "Final   Average  Monthly  STIP   Award"  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 under the  Qualified
Pension Plan.  

     (a) "Monthly STIP Award" means, for  any month in a calendar year, 1/12
of the Participant's annual "STIP Award" (whether or not deferred) under the
Pacific Telesis Group Short Term Incentive Plan for that calendar  year.  In
the  case of a  Participant who was  an Employee  on April 1,  1994, and who
participated in the  PacTel Corporation Short Term Incentive  Plan, "Monthly
STIP  Award"  for  any  month  before  April  1,  1994,  means  1/12 of  the
Participant's annual "STIP Award" (whether or not deferred) under the PacTel
Corporation Short Term Incentive Plan.

     (b) "STIP  Award" means (i)   for  Officers, the annual  standard award
determined under the applicable incentive  plan which contains an adjustment
for changes in position rate; or (ii) for Participants who are not Officers,
the actual award payable under the  applicable incentive award plan.  In the
case of any non-Officer  Participant whose final 60 months  includes periods
before  1995  for  which the  Participant  received  team  awards under  the
Company's team  award program  (and therefore  was not  eligible for  a STIP
Award), the  actual team award received shall be considered a STIP Award for
purposes of this definition.

     "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  Pension" is  the pension  payable under  Section 3  of the
Plan.

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

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

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

     (c)  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.  

                                     12








                                   <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 benefit and retirement plans.

     "Participant"  means  an Employee  or  former  Employee  who meets  the
eligibility requirements in 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
Mid-Career 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 Mid-Career 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 Mid-Career Pension Plan.

     "Plan Administrator" means the Executive Vice President-Human Resources
of the Company, as set forth in Section 8.2 of the Plan.

     "Predecessor Plan" shall mean the Bell System Mid-Career Pension Plan.

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

     "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  members  of  the  Employer  Group,  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 April 1,  1994, and was included in
the Participant's service recognized by  that plan as of April 1,  1994 (the
date as of which occurred the total and complete separation of the ownership
of PacTel Corporation from the Company).  A Participant's Term of Employment
is  used to  determine the  Participant's  eligibility to  participate under
Section 2.1, and eligibility for a Mid-Career Pension under Section 2.3(a).




                                     13








                                   <PAGE>


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

     "Years of Credited Service" means the number of whole and partial years
credited to the  Participant under  the Qualified Pension  Plan for  benefit
accrual  purposes, except any such  years representing periods  of less than
full-time service or  any periods representing service  with a participating
company  under the Qualified Pension  Plan, but not  a Participating Company
under  this  Plan, shall  be  disregarded for  purposes  of this  Plan.   As
provided under  the Qualified  Pension Plan  for  benefit accrual  purposes,
Years of Credited Service (a) do not  include periods of service with a non-
participating company; (b) do  not include periods that the  Participant was
employed  by PacTel Corporation (or any of its subsidiaries) between January
1, 1987, and April 1, 1994, unless that Participant was an Employee on April
1,  1994,  and  had  been  a  full  accrual  participant  under  the  PacTel
Corporation  Employees Pension  Plan before April  1, 1994;  and (c)  do not
include periods of service before  a break in service until such  service is
"bridged" as provided  in the Qualified Pension Plan.  A Participant's Years
of  Credited Service  are used  to limit  the number  of Mid-Career  Pension
Credits recognized by the Plan, as set forth in Section 3.3

     "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 April 1, 1994, (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 March  31, 1994.  A Participant's  Years of Officer Service
are  used to determine eligibility for a nondiscounted pension under Section
3.4.









                                     14