AMERITECH CORPORATE RESOURCE
                    LONG TERM DISABILITY PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)

                  AMERITECH CORPORATE RESOURCE
                    LONG TERM DISABILITY PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                        TABLE OF CONTENTS

SECTION                                             PAGE

     1    General                                      1
               History and Purpose                     1
               Plan Administration                     1
               Non-Alienation                          1
               Source of Benefits                      2
               Notices                                 2
               Applicable Laws                         2
               Gender and Number                       2

     2    Participation                                2
               Participation                           2
               Plan Not Contract of Employment         2

     3    Disability                                        3
               Disability During First Fifty-Two Weeks      3
               Disability After Fifty-Two Weeks             3
               Committee Determination                      3
               Measurement of Period of Disability          3

     4    Disability Allowance                              4
               Disability Allowance For First Fifty-Two Weeks 4
               Disability Allowance After Fifty-Two Weeks   4
               Offsets                                      4
               Medical Expense Benefits                     4

     5    Conditions of Payment                             5
               Distributions to Persons Under Legal Disability 5
               Benefits May Not Be Assigned or Alienated    5
               Forfeiture of Benefits                       5

     6    Amendment or Termination                          5
               Administrative Amendments                    5
               Amendments and Termination                   6
               Participant Rights                           6
               Successors                                   6

                  AMERITECH CORPORATE RESOURCE
                    LONG TERM DISABILITY PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)

                            SECTION 1
                                
                             General

     1.1. History and Purpose.   Effective as of January 1, 1986
the Ameritech Senior Management Long Term Disability Plan, now re-
named the Ameritech Corporate Resource Long Term Disability Plan
(the "Plan") was established by Ameritech Corporation, a Delaware
corporation (the "Company"), as an amendment, restatement and
continuation of the long term disability provisions of Ameritech
Senior Management Long Term Disability and Survivor Protection
Plan (the "Predecessor Plan"), as applied to employees of the
Company and its subsidiaries and affiliates.  The purpose of the
Plan is to provide long term disability protection for corporate
resource managers of the Company and of any Subsidiary or
Affiliate of the Company which adopts the Plan (an "Employer").
The term "Subsidiary" means any corporation of which the Company
owns at least 50% of the combined voting power of all classes of
stock entitled to vote.  The term "Affiliate" means any
corporation other than a Subsidiary which would be a member of a
controlled group of corporations with the Company under section
1563(a) of the Internal Revenue Code of 1986, as amended.  The
following provisions constitute an amendment, restatement and
continuation of the Plan, effective as of February 1, 1998.

     1.2. Plan Administration.   The authority to control and
manage the operation and administration of the Plan as applied to
the Company or any other Employer shall be vested in the Benefit
Plan Committee or its delegate which administers the Ameritech
Management Pension Plan (the "Pension Plan") with respect to the
Company or such Employer (the "Committee") and, in exercising
that authority, the Committee shall, to the extent necessary and
appropriate, have the same rights, powers and duties as those
delegated to it under the Pension Plan. The Committee has the
exclusive right and discretion to interpret the provisions of the
Plan and the entitlement to benefits under the Plan.  Any
decision made by the Committee on any matter within its
discretion is conclusive, final and binding on all persons, and
not subject to further review. The Committee (or its delegate) of
the appropriate Employer shall grant or deny claims for benefits
under the Plan and authorize disbursements. Adequate notice,
pursuant to applicable law and prescribed Company practices,
shall be provided in writing to any Participant or beneficiary
whose claim has been denied, setting forth the specific reasons
for such denial. The review and appeal procedures for any
Participant or beneficiary whose claim has been denied shall be
the same as those procedures set forth in the Pension Plan.

     1.3. Non-Alienation.   Benefits payable to any person under
the Plan may not be voluntarily or involuntarily assigned or
alienated.

     1.4. Source of Benefits.   Subject to the terms and
conditions of the Plan, any amount payable to or on account of a
Participant shall be paid from the general assets of the Company
or the other Employer which last employed the Participant. The
obligations of the Company and the other Employers under the Plan
are solely contractual, and no trust or other separate fund shall
be established for purposes of paying any benefits under the
Plan.

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

     1.6. Applicable Laws.   The Plan shall be construed and
administered in accordance with the laws of the State of
Illinois, to the extent that such laws are not preempted by the
laws of the United States of America.

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


                            SECTION 2
                                
                          Participation

     2.1. Participation.   Each employee of the Company and the
other Employers shall become a Participant in the Plan on the
first date after the Effective Date on which he is employed as:

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

     (b)  a full-time management employee on the active roll of
          the Company or any other Employer (i) who has attained
          any of salary grades CR1 through CR9; or (ii) has
          attained any of Investment Management salary grades
          IM10 through IM12; or (iii) who is an attorney in
          salary grades IV through VI;
     
          An employee shall cease to be a Participant as of the
          date he ceases to meet the requirements of subparagraph
          (a) or (b), even if he continues to be employed by the
          Company or another Employer.

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

                            SECTION 3
                                
                           Disability

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

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

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

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

                            SECTION 4
                                
                      Disability Allowance

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

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

     4.3. Offsets.   A Participant's Disability Allowance under
the Plan for any period shall be reduced by the sum of the
following benefits received (or which, at the election of the
Participant, could be received) by the Participant which are
attributable to such period:  an accident disability benefit
(and, in the case of the Disability Allowance under subsection
4.1, a sickness disability benefit) under the Sickness and
Accident Disability Benefit Plan maintained by the Company or
applicable Employer; in the case of the Disability Allowance
under subsection 4.2, a long term disability benefit under the
Long Term Disability Plan maintained by the Company.  Any other
retirement income payments, other than pension benefits received
under the Ameritech Management Pension Plan and/or the Ameritech
Corporate Resource Supplemental Pension Plan;  any Worker's
Compensation Benefit; and, in the case of a Disability Allowance
under subsection 3.2, any Social Security Insurance Benefit.
However, no reduction shall be made on account of any Social
Security Benefit at a rate greater than the rate which the
Participant would have first been eligible to receive after his
disability and as if no other member of his family were eligible
for any Social Security Benefit.  Furthermore, the Board of
Directors of the Company, in its discretion, may reduce the
Disability Allowance by all or any portion of the amount of
outside compensation or earnings of the Participant for work
performed by the Participant during the period for which such
Disability Allowance is provided.

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


                            SECTION 5
                                
                      Conditions of Payment

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

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

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

     (a)  The Participant is discharged by the Company or another
          Employer for cause;
     
     (b)  The Board of Directors of the Company or another
          Employer determines that the Participant engaged in
          misconduct in connection with his employment with the
          Company or Employer; or
     
     (c)  The Participant, without the consent of the Company or
          his employing Employer or the Employer paying him a
          benefit hereunder, at any time is employed by, becomes
          associated with, renders service to, or owns an
          interest in any business that is competitive with the
          Company, any other Employer or with any business in
          which the Company or any other Employer has a
          substantial interest (other than as a shareholder with
          a nonsubstantial interest in such business) as
          determined by the Board of Directors of the Company or
          such other Employer (or, if such other Employer does
          not have a Board of Directors and is managed by its
          shareholder or shareholders, by such shareholder or
          shareholders).


                            SECTION 6
                                
                    Amendment or Termination

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

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

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

     6.4. Successors.   The obligations of the Company and each
other Employer under the Plan shall be binding upon any assignee
or successor in interest thereto.  Neither the Company nor any
other Employer shall merge or consolidate with any other
corporation, or liquidate or dissolve, without making suitable
arrangement for the payment of any benefits payable under the
Plan.