<PAGE>






                           AMERITECH KEY MANAGEMENT
                              LIFE INSURANCE PLAN
                              -------------------

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







<PAGE>
 

                           AMERITECH KEY MANAGEMENT
                              LIFE INSURANCE PLAN
                              -------------------

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
 
SECTION                                                              PAGE
-------                                                              ----
<S>        <C>                                                       <C>
 

     1     General                                                      1
                 History, Purpose and Effective Date                    1
                 Governing Documents                                    1
                 Plan Administration                                    1
                 Non-Alienation                                         1
                 Source of Benefits                                     2
                 Plan Year                                              2
                 Policy Year                                            2
                 Notices                                                2
                 Applicable Laws                                        2
                 Gender and Number                                      2
 
     2     Participation                                                2
                 Participation                                          2
                 Plan Not Contract of Employment                        3
 
     3     Benefits                                                     3
                 Available Coverage                                     3
                 Automatic Increases in Policy Coverage                 3
                 Elected Increases and Decreases in Coverage            3
                 Cost                                                   3
                 Cash Value                                             4
                 Limitation on Benefits                                 4
 
     4     Split-Dollar and Collateral Assignment Agreements            4
                 Introduction                                           4
                 Insurance Policy                                       4
                 Policy Ownership                                       4
                 Payment of Premiums                                    5
                 Collateral Assignment Agreement                        6
                 Limitations on Participant's Rights under Policy       7
                 Collection and Payment of Death Benefit                7
                 Termination of Split-Dollar Agreement                  8
                 Options on Termination of Split-Dollar Agreement      10
</TABLE>

                                       i
<PAGE>
 

                           AMERITECH KEY MANAGEMENT
                              LIFE INSURANCE PLAN
                              -------------------

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------
 
SECTION                                                              PAGE
-------                                                              ----
<S>        <C>                                                       <C>

 
     5     Plan Administration                                         11
                 Plan Administrator; Administration                    11
                 Determination of Benefits                             11
 
     6     Miscellaneous                                               11
                 Amendment and Termination                             11
                 Validity                                              12
                 Administrative Amendments                             12
</TABLE>

                                      ii
<PAGE>
 

                           AMERITECH KEY MANAGEMENT
                              LIFE INSURANCE PLAN
                              -------------------

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

                                   SECTION 1
                                   ---------

                                    General
                                    -------


     1.1  History, Purpose and Effective Date. Effective July 1, 1990 (the
"Effective Date"), Ameritech Corporation, a Delaware corporation (the
"Company"), established the Ameritech Key Management Life Insurance Plan (the
"Plan"), as a substitute for the Ameritech Senior Management Life Insurance Plan
and for the regular death benefits provided under the Ameritech Group Life
Insurance Plan for electing, eligible employees. The purpose of the Plan is to
enable corporate resource managers of the Company and of any Subsidiary or
Affiliate of the Company which adopts the Plan (an "Employer") to purchase whole
life insurance coverage (a "Policy") from one or more insurance companies (the
"Insurer") designated by the Company, pursuant to a collateral assignment, 
split-dollar arrangement with the Company. The term "Subsidiary" means any
corporation of which the Company owns at least 50% of the combined voting power
of all classes of stock entitled to vote. The term "Affiliate" means any
corporation other than a Subsidiary which would be a member of a controlled
group of corporations with the Company under section 1563(a) of the Internal
Revenue Code of 1986, as amended. The following provisions constitute an
amendment, restatement and continuation of the Plan, effective as of 
December 1, 1995.

     1.2  Governing Documents. In the event of any inconsistency between the
terms of the Plan as described herein and the terms of any Policy purchased by a
Participant (defined in subsection 2.1), or any related Split-Dollar Agreement
or Collateral Assignment Agreement (as described in Section 4) executed by a
Participant, the terms of such policy or agreement shall be controlling as to
that Participant, his assignee (if any), his successor-in-interest (if any) and
his beneficiary or beneficiaries.

     1.3  Plan Administration. The authority to control and manage the day-to-
day operation and administration of the Plan is vested in the Company's Senior
Vice President-Human Resources (the "Plan Administrator") or such other officer
of the Company as its Board of Directors shall designate; provided, however,
that any action required or permitted to be taken by the Plan Administrator may
be taken by the Compensation Committee of the Company's Board of Directors (the
"Committee").

     1.4  Non-Alienation. Except to the extent provided under subsection 4.5 and
under the terms of a Policy and the related Split-Dollar and Collateral
Assignment Agreements, no Participant's benefits under the Plan may be
voluntarily or involuntarily assigned or alienated.

                                       1
<PAGE>
 

     1.5  Source of Benefits. Any benefit payable to or on account of a
Participant under this Plan shall be paid by the Insurer.

     1.6  Plan Year. The "Plan Year" shall be July 1, 1990 to December 31, 1990
and each calendar year thereafter.

     1.7  Policy Year. The "Policy Year" shall mean the 12-consecutive month
period designated as such in a Policy. For Policies issued during the initial
enrollment period coinciding with the Effective Date, the Policy Year shall be
July 1, 1990 to June 30, 1991 and each subsequent 12-consecutive month period
beginning on July 1.

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

     1.9  Applicable Laws. The Plan shall be construed and administered in
accordance with the internal laws of the State of Illinois, except to the extent
preempted by Federal law.

     1.10 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.


                                   SECTION 2
                                   ---------

                                 Participation
                                 -------------

     2.1  Participation. The following individuals shall be eligible to become
Participants in the Plan:

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

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

          Each eligible individual described in subparagraph (a) or (b) above
          shall become a Participant in the Plan as of the date on or after the
          Effective Date on which he purchases a Policy pursuant to the terms of
          this Plan and executes a related "Split-Dollar Agreement" and
          "Collateral Assignment Agreement" as set forth in Section 4 hereof.
          Notwithstanding the foregoing provisions of this subsection 2.1, an
          individual who would only qualify as a Participant because of a
          temporary assignment to a position described in subparagraph (a) or
          (b) above shall not be eligible to participate in this Plan, unless
          the Plan Administrator, in his sole

                                       2
<PAGE>
 

          discretion, determines that participation in this Plan should be
          extended to such individual as part of the benefit package offered to
          him during his temporary assignment. The term Participant shall also
          include individuals who would have been described in subparagraph (a)
          or (b) of this subsection 2.1 had they not retired from the Company
          between March 1, 1990 and the Effective Date. Any Participant who
          elects to participate in this Plan by purchasing a Policy shall be
          deemed by such election to have waived any rights such employee or his
          beneficiary may have had to benefits under the Ameritech Senior
          Management Life Insurance Plan and to regular death benefits under the
          Ameritech Group Life Insurance Plan.

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


                                   SECTION 3
                                   ---------

                                   Benefits
                                   --------

     3.1  Available Coverage. Subject to satisfying any insurability
requirements of the Insurer, each Participant may purchase a Policy providing
whole life insurance coverage that will pay a death benefit equal to a multiple
of, but not to exceed five times, the sum of the Participant's then applicable
market rate and target bonus award, rounded to the next higher $1,000, prior to
adjustment under the terms of the Split-Dollar Agreement and Collateral
Assignment Agreement executed by such Participant in accordance with section 4.

     3.2  Automatic Increases in Policy Coverage. The total amount described in
subsection 3.1 payable as a death benefit (based upon the Participant's market
rate and target bonus award at the time he purchases the Policy) under a Policy
shall be indexed at the rate of 7% for each Policy Year (following the initial
Policy Year) that begins while he remains employed by the Company or an
Employer, and rounded to the next higher $1,000.

     3.3  Elected Increases and Decreases in Coverage. In accordance with the
terms of the Plan, and subject to satisfying any insurability requirements of
the Insurer, the Participant, prior to his termination of employment with the
Company and the Employers, may elect to increase or decrease the amount payable
as a death benefit (within the limits set forth in subsection 3.1) in such form
and at such time as the Company and the Insurer may require.

     3.4  Cost. The cost of providing the life insurance coverage under any
Policy purchased by a Participant shall be shared between the Participant (or
owner other than the Participant, if applicable) and the Company in accordance
with the terms of such policy and the

                                       3
<PAGE>
 

related Split-Dollar Agreement and Collateral Assignment Agreement executed by
the Participant, as described in subsection 4.4.

     3.5  Cash Value. Each Policy purchased by a Participant shall be designed
to have a cash value. In accordance with the specific terms of the Policy
purchased by a Participant and subject to the related Split-Dollar Agreement and
Collateral Assignment Agreement executed by that Participant, the Participant
may be entitled to withdraw his interest in such cash value, surrender it for a
lump sum cash payment or convert it to an annuity, with a corresponding
reduction in the death benefit payable under the Policy.

     3.6  Limitation on Benefits. The amount of benefits payable to or on
account of a Participant pursuant to this Plan shall not exceed the total amount
of death proceeds and other benefits payable by the Insurer under any Policy
purchased by the Participant, reduced by the amount of such death proceeds to
which the Company is entitled pursuant to the Split-Dollar Agreement and
Collateral Assignment Agreement executed by the Participant.


                                   SECTION 4
                                   ---------

               Split-Dollar and Collateral Assignment Agreements
               -------------------------------------------------

     4.1  Introduction. The Split-Dollar Agreement and Collateral Assignment
Agreement executed by the Participant in conjunction with his purchase of a
Policy shall establish the rights of the Company to the proceeds of any such
Policy acquired by the Participant. The terms of the particular Split-Dollar
Agreement and Collateral Assignment Agreement executed by a Participant shall
apply solely to that Participant.

     4.2  Insurance Policy. The Policy shall be purchased by the Participant.
The Company shall take all reasonable steps necessary to enable the Insurer to
issue the Policy, and to comply with any reasonable request to take any further
action which may be necessary to cause the Policy to conform to the provisions
of this Plan. The Participant's rights under any Policy purchased by such
Participant shall be subject to the terms and conditions of the related Split-
Dollar Agreement and Collateral Assignment Agreement executed by the
Participant.

     4.3  Policy Ownership. Unless the Participant assigns the ownership of the
Policy to another person in accordance with the terms thereof and of the related
Split-Dollar and Collateral Assignment Agreements, the Participant shall be the
sole and absolute owner of any Policy purchased by him, and may exercise all
ownership rights granted to the owner thereof by the terms of the Policy, except
as may otherwise be provided in the related Split-Dollar and Collateral
Assignment Agreements executed by the Participant.

                                       4
<PAGE>
 

     4.4  Payment of Premiums. While the Split-Dollar Agreement remains in
effect:

     (a)  Except as otherwise provided in the Split-Dollar Agreement, the
          premium to be paid to the Insurer for the Policy in each Policy Year
          ("Total Policy Year Premium") shall be set forth in an exhibit
          ("Exhibit") attached to the Split-Dollar Agreement.

     (b)  Except as otherwise provided in the Split-Dollar Agreement, on or
          before the date of such Split-Dollar Agreement as to the first Policy
          Year and on or before the first day of each next succeeding Policy
          Year, or within the grace period provided in the Policy, the Company
          shall pay to the Insurer the Total Policy Year Premium set forth in
          the Exhibit for that Policy Year. However, for purposes of determining
          the amount due the Company as a result of its payments toward the
          premiums on the Policy, in each Policy Year the Company shall be
          deemed to have paid only that portion of the premium (the "Company's
          Policy Year Net Premium Payment") for which it has not received
          payment from the Participant as the Participant's contribution to the
          premium as provided for in paragraph (c) next below.

     (c)  Except as otherwise provided herein, as to each Plan Year, a certain
          amount of contribution to the premium shall be due from the
          Participant (the "Participant's Plan Year Contribution to Premium")
          for such Plan Year, provided, however, that if the ownership of the
          Policy has been assigned to another person pursuant to the terms of
          such Policy and of the related Split-Dollar and Collateral Assignment
          Agreements such assignee shall be responsible for meeting the premium
          obligations set forth herein instead of the Participant. This amount
          shall be based upon the annual cost of the current life insurance
          coverage provided to the Participant for such Plan Year and shall be
          equal to the "Economic Benefit" of such current life insurance
          coverage for Federal income tax purposes, as provided in Revenue
          Ruling 64-328 (or the corresponding applicable provisions of any
          future Revenue Ruling) or as otherwise provided for Federal income tax
          purposes. The Participant shall be required to pay the Participant's
          Plan Year Contribution to Premium to the Company for each such Plan
          Year, subject to any assignment of the Policy in accordance with the
          terms thereof and of the related Split-Dollar and Collateral
          Assignment Agreements. So long as the Participant's employment with
          the Company or an Employer continues and unless the Company and the
          Participant agree otherwise, the Company shall deduct the
          Participant's Plan Year Contribution to Premium from the Participant's
          normal salary payments on a level basis during the Plan Year, except
          as to the first Plan Year, during which the Participant's Plan Year
          Contribution to Premium shall be deducted on a level basis beginning
          as of the date of enrollment, and except as to the last Plan Year,
          during which the Participant's Plan Year Contribution to Premium shall
          be deducted on a level basis ending as of the date of the termination
          of the Split-Dollar Agreement. Upon the termination of the
          Participant's employment with the Company or an Employer in any Plan
          Year and continuing until the

                                       5
<PAGE>
 

          termination of the Split-Dollar Agreement, the Participant shall be
          required to pay the balance of the Participant's Plan Year
          Contribution to Premium for such Plan Year (which has not theretofore
          been deducted from the Participant's salary) generally within ninety
          (90) days of such termination of the Participant's employment with the
          Company or an Employer, and the Participant shall be required to pay
          the Participant's Plan Year Contribution to Premium for each
          succeeding Plan Year generally within ninety (90) days of the premium
          payment date for the Policy for each such Plan Year. In all events,
          the Participant shall pay the Participant's Plan Year Contribution to
          Premium prior to the end of each such Plan Year. For the Plan Year in
          which the Participant dies, the Participant's employment with the
          Company or an Employer is terminated, or the Split-Dollar Agreement is
          otherwise terminated, an appropriate adjustment shall be made to the
          Participant's Plan Year Contribution to Premium for such Plan Year to
          reflect such event.

     (d)  If the Participant's employment with the Company or an Employer
          terminates before the Participant attains age sixty-five (65) but the
          Split-Dollar Agreement remains in effect (hereinafter referred to as
          "Early Retirement"), then in the Policy Year in which the
          Participant's employment with the Company or Employer terminates and
          in each Policy Year thereafter until the termination of the Split-
          Dollar Agreement, the Company shall pay to the Insurer (in lieu of the
          amount set forth in the Exhibit to the Agreement) only such amount, if
          any, as shall be necessary to ensure Adequate Policy Funding (as
          defined below), or shall receive from the Insurer, out of partial
          surrenders of Policy additions (or otherwise), any Policy cash values
          in excess of that level of Policy cash value necessary to ensure
          Adequate Policy Funding, but in no event shall the Company receive
          more than the then cumulative total amount of the Company's Policy
          Year Net Premium Payment amounts. "Adequate Policy Funding" shall mean
          that level of Policy cash value on termination of the Split-Dollar
          Agreement, assuming such termination occurs under paragraph 4.8(a)(v)
          hereof, which would be sufficient to fund the reduced level of death
          benefit provided hereunder in the event of such Participant's Early
          Retirement (the "Participant's Death Benefit Upon Termination", as
          hereinafter defined), after recovery of the Company Cumulative Net
          Premium Payment at Termination (as defined in paragraph 4.9(a)), based
          on the original policy configuration assumptions and the fact of such
          Participant's Early Retirement. For purposes of this paragraph (d),
          the Company may rely conclusively upon, and shall be held harmless in
          relying upon, the determination of the Insurer as to any such further
          premium obligation or any recovery of such excess Policy cash values.

     4.5  Collateral Assignment Agreement. To secure the payment to the Company
of the amount due it hereunder as a result of its payments toward the premiums
on the Policy, the Participant shall contemporaneously with its purchase and the
execution of the Split-Dollar Agreement assign the Policy in favor of the
Company as collateral pursuant to a written agreement, which collateral
assignment shall specifically provide that the sole right of the

                                       6
<PAGE>
 

Company thereunder is to be paid the amount due it under the Split-Dollar
Agreement as a result of its payments toward the premiums on the Policy. Such
payment shall be made from the cash value of the Policy (as defined therein) if
the Split-Dollar Agreement is terminated or if the Participant surrenders or
cancels the Policy while the related Split-Dollar Agreement remains in effect,
or from the death benefit provided under the Policy, if the Participant dies
while the Policy and the related Split-Dollar Agreement remain in effect. Except
as provided in paragraph 4.4(d), in no event shall the Company have any right to
borrow against or withdraw amounts from the Policy, to surrender or cancel the
Policy, or take any other action which would impair or defeat the rights of the
Participant as the owner of the Policy. The collateral assignment of the Policy
to the Company shall not be terminated, altered or amended by the Participant
while the Split-Dollar Agreement is in effect. The Participant and the Company
shall take all action necessary to cause such collateral assignment to conform
to the provisions of the Split-Dollar Agreement.

     4.6  Limitations on Participant's Rights under Policy. Unless he has
assigned the ownership of the Policy pursuant to the terms of such Policy and of
the related Split-Dollar and Collateral Assignment Agreements, as the sole and
absolute owner of the Policy the Participant may exercise all of the rights,
options, privileges and other incidents of ownership granted to the owner
thereof by the terms of the Policy (including, without limitation, the unlimited
ability to borrow against or withdraw amounts from the cash value of the Policy
and to surrender or cancel the Policy). Notwithstanding the foregoing, so long
as the Split-Dollar Agreement remains in effect: (a) the Participant shall not
take any action with respect to the Policy which would have a direct or indirect
adverse effect on the Company's interests under the Split-Dollar Agreement in
the Policy without the Company's prior written consent; and (b) except with
respect to the Participant's right to change the beneficiaries of the
Participant's Death Benefit, as defined in subparagraph (iii) of paragraph
4.7(b), and to assign the Participant's interests in the Policy and under the
related Split-Dollar Agreement as may be provided therein, the Participant shall
not take any other action with respect to the Policy (regardless of whether it
would directly or indirectly adversely affect the Company's interests under the
Split-Dollar Agreement in the Policy) without the Company's prior written
consent. For purposes of this subsection 4.6, the Participant may borrow against
or withdraw from the cash value of the Policy any amounts which may be required
to be paid to the Company and which are due the Company under paragraph 4.4(c),
so long as the amount of any such loan or withdrawal is chargeable solely
against the Participant's Death Benefit and that portion of the cash value of
the Policy which is in excess of the cash value of the Policy due the Company
under the related Split-Dollar Agreement as a result of its payments toward the
premiums on the Policy pursuant to the Collateral Assignment Agreement.

     4.7  Collection and Payment of Death Benefit.

     (a)  Upon the death of the Participant while the Split-Dollar Agreement
          remains in effect, the Company and the Participant's beneficiary shall
          promptly take all action necessary to obtain the death benefit
          provided under the Policy and payable as a result of the maturity of
          the Policy (the "Death Benefit").

                                       7
<PAGE>
 

     (b)  The Death Benefit shall be paid as follows:

            (i)  The Company shall first be paid from the Death Benefit any
                 unpaid amount of the Participant's Plan Year Contribution to
                 Premium owed to it by the Participant under paragraph 4.4(c).

           (ii)  The Company shall next be paid from the Death Benefit the total
                 net amount of the payments made by it toward the premiums of
                 the Policy. Such amount shall be the sum of the Company's
                 Policy Year Net Premium Payment amounts under paragraph 4.4(b)
                 (the "Company's Cumulative Net Premium Payment"), less any
                 amounts received by the Company pursuant to paragraph 4.4(d).

          (iii)  The Participant's beneficiary under a Policy shall next be
                 paid, in the manner and in the amount or amounts provided in
                 the beneficiary designation provision of the Policy, from the
                 Death Benefit an amount equal to the Participant's Death
                 Benefit. For purposes of this subparagraph (iii), the
                 "Participant's Death Benefit" shall be an amount equal to the
                 least of (A) the maximum death benefit set forth in the Exhibit
                 to the Agreement (the "Participant's Maximum Death Benefit")
                 for the Policy Year in which the Participant shall have died,
                 (B) the Participant's Death Benefit Upon Termination, or (C)
                 that portion of the Death Benefit remaining after the payments
                 provided for in subparagraphs (i) and (ii) of this subparagraph
                 4.7(b), and then reduced by any loan chargeable against the
                 Participant's Death Benefit. For purposes of this subparagraph
                 (iii), the "Participant's Death Benefit Upon Termination" shall
                 be the amount set forth in the Exhibit for the Policy Year in
                 which the Participant's employment with the Company terminates.

           (iv)  The Company shall receive the balance, if any, of the Death
                 Benefit remaining after the payments provided for in
                 subparagraphs (i), (ii) and (iii) of this paragraph 4.7(b).

     (c)  The beneficiary designation provision of the Policy shall conform to
          the provisions hereof.

     4.8  Termination of Split-Dollar Agreement.

     (a)  The Split-Dollar Agreement shall terminate, without notice, on the
          first day of the month following the month during which the first of
          the following events occurs:

            (i)  the Participant (or the assignee of his Policy) fails to make
                 any premium payment required under paragraph 4.4(c) for any
                 Plan Year by the end of such Plan Year or the Participant (or
                 assignee) notifies the Company that the Participant (or
                 assignee) intends to surrender or cancel the Policy;

                                       8
<PAGE>
 

           (ii)  the Participant's employment with the Company or an Employer
                 terminates before the date upon which the Participant becomes
                 retirement eligible, as defined in paragraph (c) below;

          (iii)  the Participant is demoted by the Company or an Employer to a
                 position below that of a management employee described in
                 subparagraphs 2.1(a) and (b), even if the demotion occurs on or
                 after the date upon which the Participant becomes retirement
                 eligible;

           (iv)  the Participant establishes a relationship with a competitor of
                 the Company or the Employers or engages in any activity which
                 is in conflict with or adverse to the interests of the Company
                 or an Employer, as determined by the Committee in its sole
                 discretion, whether before or after the Participant's
                 employment with the Company or an Employer has terminated and
                 whether before, on or after the date upon which the Participant
                 becomes retirement eligible; or

            (v)  the later of:

                 (A)  the date the Participant's employment with the Company or
                      an Employer terminates on or after the date upon which the
                      Participant becomes retirement eligible, or

                 (B)  the date immediately before the date fifteen (15) years
                      after the policy date of the Policy (as defined therein)
                      (ten (10) years in the case of a Senior Management
                      Employee, as defined in the Plan on the Effective Date,
                      with respect to a Policy purchased during the 60-day
                      period following the Effective Date).

     For purposes of subparagraph (B) above, all years during which any Policy
     is in effect with respect to a Participant, whether or not consecutive,
     shall be aggregated.

     (b)  In addition, the Participant may terminate the Split-Dollar Agreement
          at any time by written notice to the Company.

     (c)  For purposes of the Plan, the Participant shall be deemed to be
          "retirement eligible" as of the date upon which (i) the Participant's
          combined age plus years of service totals 75 or more, or (ii) the
          Participant is eligible to receive a minimum retirement benefit or
          disability pension allowance under the Ameritech Corporate Resource
          Supplemental Pension Plan or (iii) the Participant has been disabled
          for more than fifty-two (52) weeks and had at least six (6) months
          credited service, as long as the Participant continues to be disabled,
          in each case as defined in the Ameritech Corporate Resource Long Term
          Disability Plan or the Ameritech Long Term Disability Plan for
          Salaried Employees. Anything contained in this Plan to the contrary
          notwithstanding, the Participant's employment with the Company or

                                       9
<PAGE>
 

          an Employer shall be deemed to continue for as long as the Participant
          is eligible to receive sickness and accident disability benefits under
          the Ameritech Sickness and Accident Disability Benefit Plan. For
          purposes of this paragraph (c), each of the Company's plans identified
          above shall also include any successor plan.

     4.9  Options on Termination of Split-Dollar Agreement.

     (a)  Upon termination of a Split-Dollar Agreement, the Company shall be
          entitled to receive from the cash value of the related Policy an
          amount equal to the sum of (i) the Company's Cumulative Net Premium
          Payment plus (ii) the amount owed to it by the Participant under
          paragraph 4.4(c), if any. Such amount is hereinafter referred to as
          the "Company's Cumulative Net Premium Payment at Termination".

     (b)  For thirty (30) days after the date of the termination of the Split-
          Dollar Agreement, the Participant shall have the option of obtaining
          the release of the collateral assignment of the Policy to the Company.
          To obtain such release, the Participant shall pay to the Company an
          amount equal to the Company's Cumulative Net Premium Payment at
          Termination, and, notwithstanding any other provision hereof, the
          Participant shall specifically be allowed to borrow against or
          withdraw from the cash value of the Policy for this purpose. Upon
          receipt of such amount, the Company shall release the collateral
          assignment of the Policy by the execution and delivery of an
          appropriate instrument of release.

     (c)  If the Participant fails to exercise such option within such thirty
          (30) day period, then, at the request of the Company, the Participant
          shall execute any document or documents required by the Insurer to
          transfer the interest of the Participant in the Policy to the Company.
          Alternatively, the Company may enforce its right to be paid an amount
          equal to the Company's Cumulative Net Premium Payment at Termination
          under the collateral assignment of the Policy. Thereafter, neither the
          Participant, nor the Participant's heirs, assigns or beneficiaries
          shall have any further interest in and to the Policy, either under the
          terms thereof or under this Plan. However, in no event shall the
          Participant be liable to the Company in the event the cash value of a
          Policy at the time of the termination of the related Split-Dollar
          Agreement is insufficient to pay the Company an amount equal to the
          Company's Cumulative Net Premium Payment at Termination.

     (d)  Anything contained in this Plan to the contrary notwithstanding, if
          the Split-Dollar Agreement terminates (other than as a result of the
          death of the Participant) for any reason other than pursuant to
          subparagraph 4.8(a)(v) of this Plan, the Company shall also be
          entitled to recover, in addition to the Company's Cumulative Net
          Premium Payment at Termination, an amount sufficient to pay all
          federal, state and local income taxes, if any, imposed upon the
          Company as a result of such early termination and attributable to the
          Policy so that the Company will receive the Company's Cumulative Net
          Premium Payment at Termination on

                                      10
<PAGE>
 

          an after-tax basis. The amount, if any, payable to the Company
          pursuant to this paragraph 4.9(d) shall be determined by the Company's
          independent certified public accountant which is responsible for
          preparing the income tax returns for the Company for such Plan Year.


                                   SECTION 5
                                   ---------

                              Plan Administration
                              -------------------

     5.1  Plan Administrator; Administration. The Senior Vice President-Human
Resources of the Company or such other officer of the Company as its Board of
Directors shall designate shall be the Plan Administrator under this Plan.
Except as otherwise specifically provided herein, the Plan Administrator shall
have discretionary authority to control and manage the operation and
administration of this Plan. The Plan Administrator shall also have the power to
establish, adopt, or revise such rules and regulations as the Plan Administrator
may deem advisable for the administration of this Plan. The interpretation and
construction of this Plan by the Plan Administrator (or the Committee with
respect to subparagraph 4.8(a)(iv)) and any action taken thereunder, shall be
binding and conclusive upon all persons. The Plan Administrator shall not, in
any event, be liable to any person for any action taken or omitted to be taken
in connection with the interpretation, construction or administration of the
Plan, so long as such action or omission to act is made in good faith. The Plan
Administrator shall be eligible to participate in this Plan but shall not vote
or act upon any matter that relates solely to his interest in this Plan as a
Participant.

     5.2  Determination of Benefits. Except as otherwise specifically provided
herein, the Plan Administrator shall make all determinations concerning rights
to benefits under this Plan. Any decision by the Plan Administrator denying a
claim by a Participant or his beneficiary for benefits under this Plan shall be
stated in writing and delivered or mailed to the Participant or such
beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Plan Administrator's ability in a manner that may be
understood without legal or actuarial counsel. In addition, the Plan
Administrator shall afford a reasonable opportunity to the Participant or such
beneficiary for a full and fair review of the decision denying such claim.


                                   SECTION 6
                                   ---------

                                 Miscellaneous
                                 -------------

     6.1  Amendment and Termination. This Plan may be amended or terminated by
the Company or its successor, in its discretion, at any time and without the
consent or approval of any other person.

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<PAGE>
 

     6.2  Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.

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






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