<PAGE>


 
                          AMERITECH CORPORATE RESOURCE
                               SEVERANCE PAY PLAN
                               ------------------

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






<PAGE>
 
                          AMERITECH CORPORATE RESOURCE
                               SEVERANCE PAY PLAN
                               ------------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>

SECTION                                                                   PAGE
-------                                                                   ----
<S>       <C>                                                             <C>
 
    1     General
                History and Purpose                                         1
                Subsidiaries, Affiliates and Employers                      1
                Plan Administration                                         1
                Source of Payments                                          1
                Notices                                                     2
                Gender and Number                                           2
                Action by Employers                                         2
 
    2     Participation                                                     2
                Participation                                               2
                Cessation of Participation                                  2
 
    3     Employment After a Change in Control                              2
                Change in Control                                           2
                Employment After Change in Control                          4
 
    4     Severance Benefits                                                5
                Entitlement to Severance Benefits                           5
                Cause                                                       5
                Disability                                                  5
                Termination for Good Reason                                 5
                Severance Benefits                                          6
                Reduction for Other Severance Payments                      7
                Tax Limitations                                             7
                Mitigation and Set-Off                                      7
                Non-Alienation                                              7
                Withholding                                                 8
 
    5     Enforcement                                                       8
                Governing Laws                                              8
                Arbitration of All Disputes                                 8
                Reimbursement of Costs and Expenses                         8
 
    6     Amendment or Termination                                          8
                Amendments and Terminations                                 8
                Participant Rights                                          9
                Successors                                                  9
</TABLE>
<PAGE>
 
                          AMERITECH CORPORATE RESOURCE
                               SEVERANCE PAY PLAN
                               ------------------

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

                                   SECTION 1
                                   ---------

                                    General
                                    -------

     1.1.  History and Purpose.  The Ameritech Corporate Resource Severance
Pay Plan (the "Plan") was established by Ameritech Corporation, a Delaware
corporation (the "Company"), effective as of January 1, 1989 to promote the
long-term financial interests of the Company and its shareholders by (i)
providing the executives of the Company and its Subsidiaries and Affiliates with
assurances of fair and equitable treatment as well as severance benefits
consistent with competitive practices in the event of a Change in Control of the
Company and (ii) reducing the risk of departures and distractions of key
executives in a Change in Control situation which would be detrimental to the
Company and its shareholders.  The following provisions constitute an amendment,
restatement and continuation of the Plan, effective as of December 1, 1995.

     1.2.  Subsidiaries, Affiliates and Employers.  The term "Subsidiary"
means any corporation of which the Company directly or indirectly 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 Subsidary, 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 "Code").  The
Company and each Subsidiary and Affiliate which, with the consent of the
Company, adopts the Plan, are referred to below, collectively, as the
"Employers" and individually as an "Employer."

     1.3.  Plan Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the Ameritech
Severance Pay Plan Committee, the members of which shall be appointed by, and
may be removed by, the Chairman of the Company (the "Committee").  The Committee
shall have the power to adopt rules and regulations and prescribe forms for
carrying out the purposes and provisions of the 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 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 whose claim has been denied, setting
forth the specific reasons for such denial.  The review and appeal procedures
for any Participant whose claim has been denied shall also be the responsibility
of the Committee.

     1.4.  Source of Payments.  The obligations of the Employers under the
Plan are solely contractual, and any amount payable under the terms of the Plan
shall be paid from the general 

                                       1
<PAGE>
 
assets of the Employers or from one or more trusts, the assets of which are
subject to the claims of the Employers' general creditors.

     1.5.  Notices.  Any notice or document required to be given under the
Plan shall be considered to be given if delivered or mailed by registered mail,
postage prepaid, if to an Employer, to the Secretary of such Employer at the
Employer's principal business address or, if to a Participant, at the last
address of such Participant filed with the Employer.

     1.6.  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.

     1.7.  Action by Employers.  Any action required or permitted to be
taken by any Employer under the Plan shall be by resolution of its Board of
Directors (or, if such Employer does not have a Board of Directors and is
managed by its shareholder or shareholders, of such shareholder or shareholders)
or by writing of a duly authorized officer of the Employer.


                                   SECTION 2
                                   ---------

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

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

     (a)  Any management employee on the active roll of an Employer
          who has attained any of salary grades CR 1 through 9; and

     (b)  Any management employee on the active roll of an Employer who is an
          attorney who has attained either of salary grades IV or V.

     2.2.  Cessation of Participation.  An employee shall cease to be a
Participant in, or have any rights under, the Plan as of the date, if any, prior
to a Change in Control on which he ceases to be a member of a class of employees
designated as Participants in accordance with subsection 2.1.  All employees of
an Employer other than the Company shall cease to be Participants in, or have
any rights under, the Plan as of the date, if any, on which the Employer ceases
to be a Subsidiary or Affiliate prior to a Change in Control.


                                   SECTION 3
                                   ---------

                      Employment After a Change in Control
                      ------------------------------------

     3.1.  Change in Control.  For purposes of determining the rights of any
Participant under the Plan, the term "Change in Control" means a change in the
beneficial ownership of the 

                                       2
<PAGE>
 
Company's voting stock or a change in the composition of the Company's Board of
Directors which occurs as follows:

     (a)  any "person" (as such term is used in Sections 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
          Company's 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 Company's 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 Company's 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 Company's
          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 Company's 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
          Company's then outstanding stock;

     (c)  during any period of 24 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 Company's stockholders was approved by
          a vote of at least two-thirds (2/3) 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 any other company other than:

            (i)  a merger or consolidation which would result in the Company's
                 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
                 70% of the combined voting power of the 

                                       3
<PAGE>
 
                 Company's or such surviving entity's 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 50% of the directors of the
                 surviving entity immediately after such merger or
                 consolidation.

For purposes of paragraph (d) above, the phrase "surviving entity" shall mean
only an entity in which all of the Company's 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 "directors of the Company who were directors
immediately 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 24 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 Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors who were directors before the beginning of such period.

     3.2.  Employment After Change in Control.  During such period of time as a
Participant is actually employed by an Employer during the 24-consecutive-month
period immediately following a Change in Control, the Participant's duties,
responsibilities and authorities shall not be materially diminished by the
Employer and the Participant shall be compensated by such Employer as follows:

     (a)  he shall receive a base annual salary at a rate which is not less than
          his base annual salary rate in effect immediately prior to the Change 
          in Control;

     (b)  he shall be entitled to participate in short-term and long-term cash-
          based incentive compensation plans which, in the aggregate, provide
          bonus opportunities which are not materially less favorable than the
          opportunities provided to the Participant under all such plans in
          which he was participating prior to the Change in Control;

     (c)  he shall be eligible to participate in stock option, stock
          appreciation rights, performance awards, restricted stock and other
          equity-based incentive compensation plans on a basis not materially
          less favorable than that applicable to him immediately prior to the
          Change in Control; and

     (d)  he shall be entitled to receive employee benefits (including, but not
          limited to, tax-qualified and non-qualified pension and savings plan
          benefits, medical insurance, disability income protection, life
          insurance coverage and death benefits) and perquisites which are not
          materially less favorable than the employee benefits and perquisites
          to which the Participant would be entitled 

                                       4
<PAGE>
 
          under the Employer's employee benefit plans and perquisites as in
          effect immediately prior to the Change in Control.


                                   SECTION 4
                                   ---------

                               Severance Benefits
                               ------------------

     4.1.  Entitlement to Severance Benefits.  Subject to the following
provisions of this Section 4, a Participant shall be entitled to receive
severance benefits determined in accordance with subsection 4.5 if the
Participant's employment with an Employer is terminated:

     (a)  during the 24-consecutive-month period immediately following a Change 
          in Control either by his Employer for reasons other than Cause (as
          defined in subsection 4.2) or Disability (as defined in subsection
          4.3) or by the Participant because of Good Reason (as defined in
          subsection 4.4); or

     (b)  by the Participant for any reason during the thirty-day period
          beginning on the first anniversary of a Change in Control.

     4.2.  Cause.  For purposes of this Plan, the term "Cause" means a
Participant willfully engaging in conduct materially injurious to an Employer or
the willful and continual failure by a Participant to substantially perform the
duties assigned to him in accordance with subsection 3.2 (other than any failure
resulting from the Participant's incapacity due to physical injury or illness or
mental illness), which failure has not been corrected by the Participant within
30 days after receipt of a written notice from the Chief Executive Officer or
Board of Directors of the Employer (or, if the Employer does not have a Board of
Directors and is managed by its shareholder or shareholders, then from such
shareholder or shareholders owning a majority of the voting stock of the
Employer) specifying the manner in which the Participant has failed to perform
such duties. No act, or failure to act, by a Participant shall be deemed
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that such action or omission was in the best interest of the
Employer.

     4.3.  Disability.  For purposes of this Plan, the term "Disability" means 
an incapacity, due to physical injury or illness or mental illness, causing a
Participant to be unable to perform his duties for an Employer on a full-time
basis for a period of at least six consecutive months.

     4.4.  Termination for Good Reason.  For purposes of this Plan, a 
termination because of "Good Reason" means a resignation by a Participant
following the occurrence of:

     (a)  a material diminishment in the duties, responsibilities or 
          authorities of the Participant;

     (b)  a failure by the Participant's Employer to compensate the Participant
          in accordance with the provisions of subsection 3.2;

                                       5
<PAGE>
 
     (c)  the relocation of the Participant's office to a location more than
          fifty miles from the location of his office immediately prior to the
          Change in Control;

     (d)  a reasonable determination by the Participant that, as a result of a
          Change in Control and a change in circumstances thereafter
          significantly affecting his position, he is unable to exercise the
          authorities, powers, functions or duties attached to his position and
          contemplated by subsection 3.2; or

     (e)  the failure of the Company to obtain a satisfactory agreement from any
          successor to assume and agree to perform this Plan as contemplated by
          subsection 6.3.

     4.5.  Severance Benefits.  If a Participant becomes entitled to severance
benefits in accordance with the provisions of subsection 4.1 he shall continue
to receive medical insurance, disability income protection, life insurance
protection and death benefits, and perquisites (all as described in paragraph
3.2(d)) for a period of not less than the 24 consecutive months immediately
following the date of his termination of employment.  If at the time of such a
Participant's termination of employment, he is a Participant in the Ameritech
Key Management Life Insurance Plan ("KMLIP") and/or the Ameritech Estate
Preservation Plan ("EPP") and is not then "retirement eligible" as defined in
the KMLIP and the EPP, the Company shall contribute on the Participant's behalf,
for a period of not less than the 24 consecutive months immediately following
the date of his termination of employment, such amount as the Company in its
sole discretion shall determine to be needed to maintain the Participant's death
benefit under the KMLIP and/or the EPP for that period.  Any Participant
described in the first sentence of this subsection 4.5 shall be further entitled
to a lump sum payment in cash no later than ten business days after the date of
termination equal to the sum of:

     (a)  an amount equal to two times the Participant's base annual rate of 
          salary as of the date of the Change in Control;

     (b)  an amount equal to two times the Participant's target short-term
          incentive amount and other bonuses payable for the calendar year
          immediately preceding the date of the Change in Control;

     (c)  the actuarial equivalent of the additional pension benefits which the
          Participant would have accrued under the terms of the Ameritech
          Management Pension Plan, the Ameritech Corporate Resource Supplemental
          Pension Plan and each other tax-qualified or non-qualified defined
          benefit pension plan maintained by the Employer (determined without
          regard to any termination or any amendment adversely affecting the
          Participant which is adopted on or after a Change in Control or in
          contemplation of a Change in Control) if, on the date of termination,
          the Participant (i) was credited for benefit accrual purposes with two
          additional years of service and two additional years of compensation
          at his annual base salary rate and target short-term incentive award
          in effect on the date of the Change in Control and (ii) was two years
          older than his actual age on such date; 

                                       6
<PAGE>
 
          provided, however, that the additional service, compensation and age
          credits under this paragraph (c) shall, to the extent permitted by
          law, be proportionately reduced for any Participant who, on the date
          of termination, is at least age 63 and eliminated for any Participant
          who, on the date of termination, is at least age 65. For purposes of
          this subparagraph (c), actuarial equivalence shall be determined in
          accordance with the terms of the Ameritech Corporate Resource
          Supplemental Pension Plan for purposes of lump sum payments under that
          plan, but without regard to any amendment of that plan, adopted on or
          after a Change in Control or in contemplation of a Change in Control
          which would reduce the amount of such lump sum payment.

     4.6.  Reduction for Other Severance Payments.  The amount of Severance
Benefits to which a Participant is otherwise entitled upon a termination of
employment under the foregoing provisions of this Section 4 shall be reduced by
the amount, if any, of any other severance payments actually paid by reason of
such termination to the Participant by an Employer under a plan which provides
severance benefits only.

     4.7.  Tax Limitations.  If any payments under this Plan, after taking into
account all other payments to which a Participant is entitled from any Employer
or Affiliate thereof, are more likely than not to result in a loss of a
deduction to the Employer by reason of section 280G of the Code, or any
successor provision to that section, such payments shall be reduced by the least
amount required to avoid such loss of deduction.  If the Participant and the
Employer shall disagree as to whether a payment under this Section 4 is more
likely than not to result in the loss of a deduction, the matter shall be
resolved by an opinion of tax counsel chosen by the Company's independent
auditors.  The Employer shall pay the fees and expenses of such counsel, and
shall make available such information as may be reasonably requested by such
counsel to prepare the opinion.  If, by reason of limitations of this subsection
4.7, the maximum amount payable to the Participant under this Section 4 cannot
be determined prior to the due date for such payment, the Employer shall pay on
the due date the minimum amount which it in good faith determines to be payable
and shall pay the remaining amount, with interest calculated at the rate
prescribed by section 1274 (b) (2) (B) of the Code, as soon as such remaining
amount is determined in accordance with this subsection 4.7.  Tax counsel
selected in accordance with this subsection shall have no liability to the
Employers, or Participants or any other person for any action taken in good
faith.

     4.8.  Mitigation and Set-Off.  No Participant shall be required to mitigate
the amount of any payment provided for in this Plan by seeking other employment
or otherwise.  The Employers shall not be entitled to set off against the
amounts payable to any Participant under this Plan any amounts owed to the
Employers by the Participant, any amounts earned by the Participant in other
employment after termination of his employment with the Employer, or any amount
which might have been earned by the Participant in other employment had he
sought such other employment.

     4.9.  Non-Alienation.  Participants shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any amounts provided
under this Plan; and no benefits 

                                       7
<PAGE>
 
payable hereunder shall be assignable in anticipation of payment either by
voluntary or involuntary acts or by operation of law. Nothing in this subsection
shall limit a Participant's rights or powers to dispose of his property by will
or limit any rights or powers which his executor or administrator would
otherwise have.

     4.10.  Withholding.  All payments to a Participant under this Plan will be
subject to all applicable withholding of state and federal taxes.


                                   SECTION 5
                                   ---------

                                  Enforcement
                                  -----------

     5.1.  Governing Laws.  The Plan shall be construed and administered in
accordance with the internal laws of the State of Illinois to the extent that
such laws are not preempted by the laws of the United States.

     5.2.  Arbitration of All Disputes.  Any controversy or claim arising out of
or relating to this Plan shall be settled by arbitration in the city in which
the principal executive offices of his Employer are located (disregarding any
transfer of such offices after a Change in Control), by three arbitrators, one
of whom shall be appointed by the Company, one by the Participant and the third
of whom shall be appointed by the first two arbitrators.  If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the Chief Judge of the United States
Court of Appeals for such location.  The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in this
subsection 5.2.  Judgment upon the awarded rendered by the arbitrators may be
entered in any court having jurisdiction thereof.

     5.3.  Reimbursement of Costs and Expenses.  In the event that it shall be
necessary or desirable for a Participant to retain legal counsel or incur other
costs and expenses in connection with enforcement of his rights under the Plan,
his Employer shall pay (or the Participant shall be entitled to recover from the
Employer, as the case may be) his reasonable attorneys' fees and costs and
expenses in connection with enforcement of his rights (including the enforcement
of any arbitration award in court).  Payments shall be made to the Participant
at the time such fees, costs and expenses are incurred.  If, however, the
arbitrators shall determine that, under the circumstances, payment by the
Employer of all or a part of any such fees, costs and expenses would be unjust,
the Participant shall repay such amounts to the Employer in accordance with the
order of the arbitrators.

                                       8
<PAGE>
 
                                   SECTION 6
                                   ---------

                            Amendment or Termination
                            ------------------------

     6.1.  Amendments and Terminations.  Subject to the provisions of subsection
6.2:

     (a)  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;

     (b)  the Board of Directors of any Employer (or, if such Employer does not
          have a Board of Directors and is managed by its shareholder or
          shareholders, then such shareholder or shareholders) may terminate or,
          with the consent of the Company's Board of Directors, amend the Plan
          as applied to it at any time; and

     (c)  the Company's Board of Directors may terminate the Plan as applied to
          it or as applied to each Employer at any time.

     6.2.  Participant Rights.  No amendment or termination of the Plan which
would directly or indirectly adversely affect any Participant shall be effective
if adopted after a Change in Control or during the one-year period immediately
preceding a Change in Control.

     6.3.  Successors.  The obligations of each Employer under the Plan shall be
binding upon any assignee or successor in interest thereto.  No Employer shall
merge or consolidate with any other corporation, or liquidate or dissolve,
without making suitable arrangements for the payment of any benefits which are
or may become payable under the Plan.

                                       9