AMERITECH
                    ESTATE PRESERVATION PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                            AMERITECH
                    ESTATE PRESERVATION PLAN
                                
   (As Amended and Restated Effective as of February 1, 1998)
                                
                        TABLE OF CONTENTS
                                
SECTION                                                 PAGE

1    General                                               1
          History, Purpose and Effective Date              1
          Governing Documents                              1
          Plan Administration                              1
          Non-Alienation                                   1
          Source of Benefits                               1
          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
          Elected Increases and Decreases in Coverage      3
          Cost                                             3
          Cash Value                                       3
          Limitation on Benefits                           3

4    Split-Dollar and Collateral Assignment Agreements     4
          Introduction                                     4
          Insurance Policy                                 4
          Policy Ownership                                 4
          Payment of Premiums                              4
          Collateral Assignment Agreement                  6
          Limitations on ParticipantOs Rights under Policy 6
          Collection and Payment of Death Benefit          7
          Termination of Split-Dollar Agreement            8
          Options on Termination of Split-Dollar Agreement 9
          Change in Control                               10

                            AMERITECH
                    ESTATE PRESERVATION PLAN

                        TABLE OF CONTENTS
                                
                                
SECTION                                                 PAGE

5    Plan Administration                                  12
          Plan Administrator; Administration              12
          Determination of Benefits                       12

6    Miscellaneous                                        12
          Amendment and Termination                       12
          Validity                                        12
          Administrative Amendments                       13
                             AMERITECH
                     ESTATE PRESERVATION PLAN
                                 
    (As Amended and Restated Effective as of February 1, 1998)
                                 
                                 
                             SECTION 1
                                 
                              General

     1.1  History, Purpose and Effective Date.   Effective July 1,
1990 (the OEffective DateO), Ameritech Corporation, a Delaware
corporation (the OCompanyO), established the Ameritech Estate
Preservation Plan (the OPlanO).  The purpose of the Plan is to
provide certain corporate resource managers of the Company and any
Subsidiary or Affiliate of the Company which adopts the Plan (an
OEmployerO) an opportunity to purchase a whole life insurance
policy insuring the lives of such employee and his spouse and
providing a death benefit upon the death of the later to die of
either the employee or his spouse (an OEstate Preservation
PolicyO).  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  Governing Documents.   In the event of any inconsistency
between the terms of the Plan as described herein and the terms of
any Estate Preservation 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 spouse, 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 CompanyOs Senior Vice President-Human Resources (the
OPlan AdministratorO) 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 CompanyOs Board
of Directors (the OCommitteeO).

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

     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 OPlan YearO shall be July 1, 1990 to
December 31, 1990 and each calendar year thereafter.

     1.7  Policy Year.   The OPolicy YearO shall mean the 12-
consecutive month period designated as such in an Estate
Preservation Policy.  For Estate Preservation 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.   Each Eligible Employee (as defined
below) shall become a Participant in the Plan as of the date on or
after the Effective Date on which he purchases an Estate
Preservation Policy pursuant to the terms of this Plan and executes
a related OSplit-Dollar AgreementO and OCollateral Assignment
AgreementO as set forth in Section 4 hereof. The term OEligible
EmployeeO means a full-time employee who is on the active roll of
the Company or any Employer and who (i) on or before September 30,
1994 had attained a level higher than Department Level or
equivalent Fifth Level and held a postion that the Board of
Directors of the Company designated to be within its Senior
Management Group, (ii) is Chairman of the Board, Chief Executive
Officer, Vice Chairman or President of the Company, (iii) is a
member of the Company's Management Committee, or (iv) is an elected
Corporate Officer (as defined below) or President of a Business
Unit (as defined below) who had total annual cash compensation
(base salary plus the target award under the Short Term Incentive
Plan) of $300,000 or greater and whose participation in the Plan is
approved by the Chairman of the Board.  The term "elected Corporate
Officer" means an officer elected by the Board of Directors of the
Company. or appointed by the Chairman of the Board under the policy
established by the Board of Directors of the Company.  The term
"Business Unit" means the customer-specific business units (11 as
of September 30, 1994) as they exist from time to time, the Network
Services Unit and each of the five former Bell telephone companies
in the states of Illinois, Indiana, Michigan, Ohio, and Wisconsin.

     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, an Eligible Employee may
purchase an Estate Preservation Policy on the joint lives of
himself and his spouse.  The death benefit coverage that may be
purchased under an Estate Preservation Policy may not exceed (A) in
the case of a Participant who was an Eligible Employee on or before
September 30, 1994, an amount, in $500,000 increments, up to ten
times the sum of the Participant's  then applicable position rate
and his target short term award, rounded to the next higher
$500,000, and (B) in the case of a Participant who became an
Eligible Employee on or after October 1, 1994, (i) $4,000,000 for
the Chairman of the Board, the Chief Executive Officer and any
other Participant who is or would be among the five most highly
compensated employees of the Company (based on current base salary
plus the target award under the Short Term Incentive Plan) ("Top
5"), and (ii) $3,000,000 for each other Participant.

     3.2  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 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.
No increases in coverage are permitted, except that a Participant
who becomes a member of the Top 5 may increase his coverage up to a
maximum of $4,000,000.

     3.3  Cost.   The cost of providing the life insurance coverage
under any Estate Preservation 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 related Split-Dollar Agreement and
Collateral Assignment Agreement executed by the Participant, as
described in subsection 4.4.

     3.4  Cash Value.   Each Estate Preservation Policy purchased
by a Participant shall be designed to have a cash value. In
accordance with the specific terms of the Estate Preservation
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 Estate Preservation Policy.

     3.5  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 Estate Preservation 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 an Estate Preservation Policy shall establish
the rights of the Company to the proceeds of any such Estate
Preservation 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 Estate Preservation Policy shall
be purchased by the Participant. The Company shall take all
reasonable steps necessary to enable the Insurer to issue the
Estate Preservation Policy, and to comply with any reasonable
request to take any further action which may be necessary to cause
the Estate Preservation Policy to conform to the provisions of this
Plan. The ParticipantOs rights under any Estate Preservation 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 his Estate Preservation Policy to another person in
accordance with the terms thereof and of the related Split-Dollar
and Collateral Assignment Agreement, the Participant shall be the
sole and absolute owner of any Estate Preservation Policy purchased
by him, and may exercise all ownership rights granted to the owner
thereof by the terms of the Estate Preservation Policy, except as
may otherwise be provided in the related Split-Dollar and
Collateral Assignment Agreement executed by the Participant. For
purposes of this subsection 4.3 the reference to OParticipantO
shall mean, to the extent applicable, the Participant and his
spouse.

     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
          Estate Preservation Policy in each Policy Year (OTotal
          Policy Year PremiumO) shall be set forth in an exhibit
          (OExhibitO) 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 Estate
          Preservation 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 Estate Preservation
          Policy, in each Policy Year the Company shall be deemed
          to have paid only that portion of the premium (the
          OCompanyOs Policy Year Net Premium PaymentO) for which it
          has not received payment from the Participant as the
          ParticipantOs 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 OParticipantOs
          Plan Year Contribution to PremiumO) for such Plan Year,
          provided, however, that if the Estate Preservation 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 Oeconomic benefitO 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
          ParticipantOs Plan Year Contribution to Premium to the
          Company for each such Plan Year, subject to any
          assignment of the Estate Preservation Policy in
          accordance with the terms thereof and of the related
          Split-Dollar and Collateral Assignment Agreements. So
          long as the ParticipantOs employment with the Company or
          an Employer continues and unless the Company and the
          Participant agree otherwise, the Company shall deduct the
          ParticipantOs Plan Year Contribution to Premium from the
          ParticipantOs normal salary payments on a level basis
          during the Plan Year, except as to the first Plan Year,
          during which the ParticipantOs 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 ParticipantOs 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
          ParticipantOs employment with the Company or an Employer
          in any Plan Year and continuing until the termination of
          the Split-Dollar Agreement, the Participant shall be
          required to pay the balance of the ParticipantOs Plan
          Year Contribution to Premium for such Plan Year (which
          has not theretofore been deducted from the ParticipantOs
          salary) generally within ninety (90) days of such
          termination of the ParticipantOs employment with the
          Company or the Employer, and the Participant shall be
          required to pay the ParticipantOs Plan Year Contribution
          to Premium for each succeeding Plan Year generally within
          ninety (90) days of the premium payment date for the
          Estate Preservation Policy for each such Plan Year. In
          all events, the Participant shall pay the ParticipantOs
          Plan Year Contribution to Premium prior to the end of
          each such Plan Year. For the Plan Year in which either
          the Participant or his spouse dies, the ParticipantOs
          employment with the Company and Employer is terminated,
          or the Split-Dollar Agreement is otherwise terminated, an
          appropriate adjustment shall be made to the ParticipantOs
          Plan Year Contribution to Premium for such Plan Year (and
          any applicable Plan Year thereafter) to reflect such
          event, including but not limited to adjustments based on
          a change from the P.S. 38 (joint) tables to the P.S. 58
          (single) tables used to calculate the economic benefit of
          the life insurance coverage.

     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 Estate Preservation Policy, the
Participant shall contemporaneously with its purchase and the
execution of the Split-Dollar Agreement assign the Estate
Preservation 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 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 Estate
Preservation Policy. Such payment shall be made from the cash value
of the Estate Preservation Policy (as defined therein) if the Split-
Dollar Agreement is terminated or if the Participant surrenders or
cancels the Estate Preservation Policy while the related Split-
Dollar Agreement remains in effect, or from the death benefit
provided under the Estate Preservation Policy, if both the
Participant and his spouse die while the Estate Preservation Policy
and the related Split-Dollar Agreement remain in effect. In no
event shall the Company have any right to borrow against or
withdraw amounts from the Estate Preservation Policy, to surrender
or cancel the Estate Preservation Policy, or take any other action
which would impair or defeat the rights of the Participant as the
owner of the Estate Preservation Policy. The collateral assignment
of the Estate Preservation 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 ParticipantOs Rights under Policy.
Unless he has assigned the ownership of the Estate Preservation
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 Estate Preservation 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 Estate Preservation Policy (including, without limitation, the
unlimited ability to borrow against or withdraw amounts from the
cash value of the Estate Preservation Policy and to surrender or
cancel the Estate Preservation 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
Estate Preservation Policy which would have a direct or indirect
adverse effect on the CompanyOs interests under the Split-Dollar
Agreement in the Estate Preservation Policy without the CompanyOs
prior written consent; and (b) except with respect to the
ParticipantOs right to change the beneficiaries of the
ParticipantOs Death Benefit, as defined in subparagraph (iii) of
paragraph 4.7(b), and to assign the ParticipantOs interests in the
Estate Preservation 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 Estate Preservation
Policy (regardless of whether it would directly or indirectly
adversely affect the CompanyOs interests under the Split-Dollar
Agreement in the Estate Preservation Policy) without the CompanyOs
prior written consent. For purposes of this subsection 4.6, the
Participant may borrow against or withdraw from the cash value of
the Estate Preservation 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 ParticipantOs Death
Benefit and that portion of the cash value of the Estate
Preservation Policy which is in excess of the cash value of the
Estate Preservation Policy due the Company under the related Split-
Dollar Agreement as a result of its payments toward the premiums on
the Estate Preservation Policy pursuant to the Collateral
Assignment Agreement.

     4.7  Collection and Payment of Death Benefit.

     (a)  Upon the death of the survivor of the Participant and his
          spouse while the related Split-Dollar Agreement remains
          in effect, the Company and the ParticipantOs beneficiary
          shall promptly take all action necessary to obtain the
          death benefit provided under the Estate Preservation
          Policy and payable as a result of the maturity of the
          Estate Preservation Policy (the ODeath BenefitO).
     
     (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 ParticipantOs 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 Estate Preservation Policy.
          Such amount shall be the sum of the CompanyOs Policy Year
          Net Premium Payment amounts under paragraph 4.4(b) (the
          OCompanyOs Cumulative Net Premium PaymentO).

          (iii)     The ParticipantOs beneficiary under an Estate
          Preservation Policy shall next be paid, in the manner and
          in the amount or amounts provided in the beneficiary
          designation provision of such Estate Preservation Policy,
          from the Death Benefit an amount equal to the
          ParticipantOs Death Benefit.  For purposes of this
          subparagraph (iii), the OParticipantOs Death BenefitO
          shall be an amount equal to the lesser of (A) the maximum
          death benefit set forth in the Exhibit (the
          OParticipantOs Maximum Death BenefitO) for the Policy
          Year in which the survivor of the Participant or his
          spouse shall have died or (B) that portion of the Death
          Benefit remaining after the payments provided for in
          subparagraphs (i) and (ii) of this paragraph 4.7(b), and
          then reduced by any loan chargeable against the
          ParticipantOs Death Benefit.

          (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 Estate
          Preservation 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 Estate
          Preservation 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 Estate Preservation
          Policy;

          (ii) The ParticipantOs 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 or moved by the
          Company or an Employer to a position that is no longer
          that of an Eligible Employee, even if the change occurs
          on or after the date upon which the Participant becomes
          retirement eligible, unless the Senior Vice President -
          Human Resources makes a determination based on all
          relevant facts and circumstances that the Split-Dollar
          Agreement shall not terminate as a result of the
          ParticipantOs demotion and so notifies the Participant;

          (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 ParticipantOs 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 latest of:

          (A)  the date the ParticipantOs employment with the
               Company or an Employer terminates after the
               Participant has reached age 65 and on or after the
               date upon which the Participant becomes retirement
               eligible, or
          
          (B)  the date the Participant reaches age 65 for any Participant
               whose employment with the Company or an Employer terminates on or
               after the date upon which the Participant becomes retirement
               eligible but before the Participant has reached age 65, or
          
          (C)  the date immediately before the date fifteen (15) years after
               the policy date of the Estate Preservation Policy (as defined
               therein).
          
          For purposes of subparagraph (C) above, all years during
          which any Estate Preservation 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 Oretirement eligibleO as of the date upon which (i)
          the Participant's combined age plus yeas 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 ParticipantOs
          employment with the Company or 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 CompanyOs 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 Estate Preservation Policy an amount equal to the
          sum of (i) the CompanyOs 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 OCompanyOs Cumulative Net Premium
          Payment at TerminationO.
     
     (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 Estate Preservation Policy to the
          Company. To obtain such release, the Participant shall
          pay to the Company an amount equal to the CompanyOs
          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 Estate
          Preservation Policy for this purpose. Upon receipt of
          such amount, the Company shall release the collateral
          assignment of the Estate Preservation 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 Estate Preservation
          Policy to the Company. Alternatively, the Company may
          enforce its right to be paid an amount equal to the
          CompanyOs Cumulative Net Premium Payment at Termination
          under the collateral assignment of the Estate
          Preservation Policy. Thereafter, neither the Participant,
          nor the ParticipantOs heirs, assigns or beneficiaries
          shall have any further interest in and to the Estate
          Preservation 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 an Estate Preservation Policy at the time
          of the termination of the related Split-Dollar Agreement
          is insufficient to pay the Company an amount equal to the
          CompanyOs 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 survivor of
          the Participant and his spouse) 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 CompanyOs 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 Estate Preservation Policy so that
          the Company will receive the CompanyOs Cumulative Net
          Premium Payment at Termination on an after-tax basis. The
          amount, if any, payable to the Company pursuant to this
          paragraph 4.9(d) shall be determined by the CompanyOs
          independent certified public accountant which is
          responsible for preparing the income tax returns for the
          Company for such Plan Year.

     4.10 Change in Control.   Notwithstanding any other provisions
of the Plan, if a Change in Control (as defined below) occurs, and
if a Participant is retirement eligible, he shall receive the
present value of the Estate Preservation insurance premiums.
Notwithstanding any other provisions of the Plan, if a Change in
Control (as defined below) occurs, and if a Participant is non-
retirement eligible, he shall receive the present value of two
years Estate Preservation insurance premiums, or the remaining
premiums, if less.  For purposes of the Plan, as applied to any
Participant, the term OChange in ControlO means a change in the
beneficial ownership of the CompanyOs voting stock or a change in
the composition of the CompanyOs Board of Directors which occurs as
follows:

     (a) any OpersonO (as such term is used in Section 13(d) and
          14(d)(2) of the Securities Exchange Act of 1934) other
          than:

          (i)   a trustee or other fiduciary holding securities
            under an employee benefit plan of the Company; or
          
          (ii)  the Participant or any person acting in concert
            with the Participant;
       
            is or becomes a beneficial owner (as defined in Rule
            13d-3 under the Securities Exchange Act of 1934),
            directly or indirectly, of stock of the Company
            representing 20% or more of the total voting power of
            the CompanyOs then outstanding stock; provided,
            however, that this paragraph (a) shall not apply to
            any tender offer made pursuant to an agreement with
            the Company approved by the CompanyOs Board of
            Directors and entered into before the offeror has
            become a beneficial owner of stock of the Company
            representing 5% or more of the combined voting power
            of the CompanyOs then outstanding stock;

     (b)  a tender offer is made for the stock of the Company, and
          the person making the offer owns or has accepted for
          payment stock of the Company representing 20% or more of
          the total voting power of the CompanyOs then outstanding
          stock; provided, however, that this paragraph (b) shall
          not apply to any tender offer made pursuant to an
          agreement with the Company approved by the CompanyOs
          Board of Directors and entered into before the offeror
          has become a beneficial owner of stock of the Company
          representing 5% or more of the combined voting power of
          the CompanyOs then outstanding stock;

     (c)  during any period of twelve consecutive months there
          shall cease to be a majority of the Board of Directors
          comprised as follows: individuals who at the beginning of
          such period constitute the Board of Directors and any new
          director(s) whose election by the Board of Directors or
          nomination for election by the CompanyOs stockholders was
          approved by a vote of at least 80% of the directors then
          still in office who either were directors at the
          beginning of the period or whose election or nomination
          for election was previously so approved; or

     (d)  the stockholders of the Company approve a merger or
          consolidation of the Company with, or a sale of all or
          substantially all of the Company's assets to, any other
          company other than:

          (i)    a merger or consolidation which would result in
            the CompanyOs voting stock outstanding immediately
            prior thereto continuing to represent (either by
            remaining outstanding or by being converted into
            voting stock of the surviving entity) more than 55% of
            the combined voting power of the CompanyOs or such
            surviving entityOs outstanding voting stock
            immediately after such merger or consolidation; or

          (ii)   a merger or consolidation which would result in
            the directors of the Company who were directors
            immediately prior thereto continuing to constitute at
            least a majority of the directors of the surviving
            entity immediately after such merger or consolidation.

     For purposes of paragraph (d) above, the phrase Osurviving
     entityO shall mean only an entity in which all of the
     CompanyOs stockholders who are stockholders immediately before
     the merger or consolidation (other than stockholders
     exercising dissenter rights) become stockholders by the terms
     of the merger or consolidation, and the phrase Odirectors of
     the Company who were directors immediately prior thereto"
     shall not include (A) any director of the Company who was
     designated by a person who has entered into an agreement with
     the Company to effect a transaction described in paragraph (a)
     or paragraph (d) above, or (B) any director who was not a
     director at the beginning of the twelve-consecutive-month
     period preceding the date of such merger or consolidation,
     unless his election by the Board of Directors or nomination
     for election by the CompanyOs stockholders was approved by a
     vote of at least 80% of the directors who were directors
     before the beginning of such period.
                                 
                                 
                             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 AdministratorOs 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.

     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
resouces matters, may, with the concurrence of the Company's
Executive Vice President and General Counsel, make minor or
administrative amendments to the Plan.