<PAGE>

                                                             Exhibit 10ww(i)
                                                             ---------------

                            TRUST AGREEMENT NO. 3

                                     for

                            PACIFIC TELESIS GROUP

                   EXECUTIVE SUPPLEMENTAL PENSION BENEFITS



                    Amendment Effective November 22, 1996


                                AMENDMENT TO

                               TRUST AGREEMENT
                                     for
                            PACIFIC TELESIS GROUP
                   EXECUTIVE SUPPLEMENTAL PENSION BENEFITS

THIS AGREEMENT is by and between Pacific Telesis Group, a Nevada Corporation
("PTG")  and Bankers  Trust  Company,   New  York banking  corporation  (the
"Trustee").

WHEREAS, PTG and the  Trustee have maintained a  Trust under the terms of  a
trust  agreement  dated as  of  the 1st  day  of January,  1994  (the "Trust
Agreement"),  between PTG  and the  Trustee, to  serve as  a medium  for the
accumulation and investment of  funds for the payment and  administration of
certain non-qualified pension benefit  payments, as previously set  forth in
Appendix A of the Trust Agreement; and

     WHEREAS, by resolution  of its Board of Directors  dated June 23, 1995,
PTG adopted the  Pacific Telesis Group Executive  Supplemental Pension Plan,
to  merge  and  replace  the Pacific  Telesis  Group  Executive Nonqualified
Pension Plan and the Pacific Telesis Group Supplemental Executive Retirement
Plan; and

     WHEREAS, by resolution  of its  Board of Directors  dated November  22,
1996,  PTG adopted  the  Pacific Telesis  Group Executive  Supplemental Cash
Balance  Plan, to replace  the Pacific Telesis  Group Executive Supplemental
Pension Plan for officers terminating employment after March 22 ,1996; and

     WHEREAS, by resolution  of its  Board of Directors  dated November  22,
1996, PTG has determined that certain additional pension benefits payable to
officers shall be paid out of the assets of the Trust; and

     WHEREAS, PTG and the Trustee mutually desire to amend the  terms of the
Agreement to clarify the benefits payable out of the trust assets;

     NOW, THEREFORE, PTG and the Trustee hereby agree as follows:

     1.   Effective November 22, 1996, Appendix A  of the Trust Agreement is
amended in its entirety as attached hereto.

                                      1








                                   <PAGE>

     2.   Except as hereby amended,  the terms of the Trust  Agreement shall
continue in effect as expressed in the instrument dated as of the 1st day of
January, 1994.

PTG and the Trustee have caused this Trust Agreement to be executed by their
respective duly authorized officers.


PACIFIC TELESIS GROUP                          BANKERS TRUST COMPANY


By: /s/ J. R. Moberg                           By: /s/ Jaclyn Winter
    ---------------------------------             -------------------
           J. R. Moberg
Executive Vice President-Human Resources



                                 APPENDIX  A

                           EXECUTIVE BENEFIT PLANS


Pacific Telesis Group Executive Supplemental Pension Plan

Pacific Telesis Group Executive Supplemental Cash Balance Plan

Pacific  Telesis  Group  Mid-Career  Pension Plan  (solely  with  respect to
benefits accrued by participants who are officers of the Company)

Pre-1990  Retiree   Supplemental   Executive  Retirement   Benefit   Program
(providing certain retirement benefits in excess  of the limitations imposed
by Internal Revenue  Code section 415 and  401(a)(17) on qualified plans  to
certain officers who retired prior to 1990)

Officer  Supplemental  Pension  Benefits Authorizations  (such  supplemental
pension benefits payable to officers as approved by the Company from time to
time by its Board of Directors  or Compensation and Personnel Committee, and
certified  to the Trustee by the Executive Vice President-Human Resources or
the Executive Vice President, Chief Financial Officer and Treasurer)

















                                      2








                                   <PAGE>


                               TRUST AGREEMENT
                                     for
                            PACIFIC TELESIS GROUP
                   EXECUTIVE SUPPLEMENTAL PENSION BENEFITS

                                 APPENDIX A

                              CERTIFICATION OF
             OFFICER SUPPLEMENTAL PENSION BENEFITS AUTHORIZATION


TO THE TRUSTEE:

Pursuant  to Appendix A of  the Trust Agreement,  the following supplemental
pension benefits have been authorized  by the Company as payable out  of the
assets of the Trust:

Officer:       D. W. Dorman
Benefit:  Payments in excess of  the amount payable under the  PTG Executive
Supplemental  Pension Plan based on a pension calculated under the Executive
Supplemental Pension Plan formula in  effect prior to March 22, 1996  at the
rate  of 2.45% of final  average pay per year  of service (unaffected by the
cash balance formula), provided,  however, that after five years  of service
there shall be no age or other early retirement discount.

Officer:       R. W. Odgers
Benefit:  In  the  event  Mr.  Odgers terminates  service  before  attaining
eligibility  for  the  Officer  Minimum  Pension  under  the  PTG  Executive
Supplemental Cash Balance Plan, payments in excess of the benefit payable to
him  under the  PTG Executive  Supplemental  Cash Balance  Plan  based on  a
pension  calculated in accordance with the terms of his Supplemental Benefit
Agreement with the Company, dated October 29, 1993.


PACIFIC TELESIS GROUP

By:    /s/ J. R. Moberg                                  Date:  11/27/96
   -----------------------------------                          --------
           J. R. Moberg
Executive Vice President-Human Resources
















                                      3