<PAGE>

                                                                 Exhibit 10o















                                   AMERITECH
                            ESTATE PRESERVATION PLAN
                            ------------------------

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

                                    AMERITECH
                            ESTATE PRESERVATION PLAN
                            ------------------------

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

                                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 Participant's 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

                                       i
<PAGE>

                                AMERITECH
                        ESTATE PRESERVATION PLAN

                                TABLE OF CONTENTS
                                -----------------

SECTION                                                              PAGE
-------                                                              ----
5    Plan Administration                                               10
              Plan Administrator; Administration                       10
              Determination of Benefits                                10

6    Miscellaneous                                                     11
              Amendment and Termination                                11
              Validity                                                 11
              Administrative Amendments                                11


                                       ii
<PAGE>

                                    AMERITECH
                            ESTATE PRESERVATION PLAN
                            ------------------------

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


                                    SECTION 1
                                    ---------

                                     General
                                     -------

         1.1 History, Purpose and Effective Date. Effective July 1, 1990 (the
"Effective Date"), Ameritech Corporation, a Delaware corporation (the
"Company"), established the Ameritech Estate Preservation Plan (the "Plan"). 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
"Employer") 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 "Estate
Preservation Policy"). The term "Subsidiary" means any corporation of which the
Company owns at least 50% of the combined voting power of all classes of stock
entitled to vote. The term "Affiliate" means any corporation other than a
Subsidiary which would be a member of a controlled group of corporations with
the Company under section 1563(a) of the Internal Revenue Code of 1986, as
amended. The following provisions constitute an amendment, restatement and
continuation of the Plan, effective as of December 1, 1995.

         1.2 Governing Documents. In the event of any inconsistency between the
terms of the Plan as described herein and the terms of any 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 Company's
Senior Vice President-Human Resources (the "Plan Administrator") or such other
officer of the Company as its Board of Directors shall designate; provided,
however, that any action required or permitted to be taken by the Plan
Administrator may be taken by the Compensation Committee of the Company's Board
of Directors (the "Committee").

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

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

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

         1.7 Policy Year. The "Policy Year" shall mean the 12-consecutive month
period designated as such in 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 "Split-Dollar Agreement" and "Collateral
Assignment Agreement" as set forth in Section 4 hereof. The term "Eligible
Employee" 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
<PAGE>

         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

                                       3
<PAGE>

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 Participant's 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 "Participant" 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 ("Total Policy Year
                  Premium") shall be set forth in an exhibit ("Exhibit")
                  attached to the Split-Dollar Agreement.

         (b)      Except as otherwise provided in the Split-Dollar Agreement, on
                  or before the date of such Split-Dollar Agreement as to the
                  first Policy Year and on or before the first day of each next
                  succeeding Policy Year, or within the grace period provided in
                  the 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

                                       4
<PAGE>

                  the Company shall be deemed to have paid only that portion of
                  the premium (the "Company's Policy Year Net Premium Payment")
                  for which it has not received payment from the Participant as
                  the Participant's contribution to the premium as provided for
                  in paragraph (c) next below.

         (c)      Except as otherwise provided herein, as to each Plan Year, a
                  certain amount of contribution to the premium shall be due
                  from the Participant (the "Participant's Plan Year
                  Contribution to Premium") for such Plan Year, provided,
                  however, that if the 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
                  "economic benefit" of such current life insurance coverage for
                  Federal income tax purposes, as provided in Revenue Ruling
                  64-328 (or the corresponding applicable provisions of any
                  future Revenue Ruling) or as otherwise provided for Federal
                  income tax purposes. The Participant shall be required to pay
                  the Participant's Plan Year Contribution to Premium to the
                  Company for each such Plan Year, subject to any assignment of
                  the Estate Preservation Policy in accordance with the terms
                  thereof and of the related Split-Dollar and Collateral
                  Assignment Agreements. So long as the Participant's employment
                  with the Company or an Employer continues and unless the
                  Company and the Participant agree otherwise, the Company shall
                  deduct the Participant's Plan Year Contribution to Premium
                  from the Participant's normal salary payments on a level basis
                  during the Plan Year, except as to the first Plan Year, during
                  which the Participant's Plan Year Contribution to Premium
                  shall be deducted on a level basis beginning as of the date of
                  enrollment, and except as to the last Plan Year, during which
                  the Participant's Plan Year Contribution to Premium shall be
                  deducted on a level basis ending as of the date of the
                  termination of the Split-Dollar Agreement. Upon the
                  termination of the Participant's employment with the Company
                  or an Employer in any Plan Year and continuing until the
                  termination of the Split-Dollar Agreement, the Participant
                  shall be required to pay the balance of the Participant's Plan
                  Year Contribution to Premium for such Plan Year (which has not
                  theretofore been deducted from the Participant's salary)
                  generally within ninety (90) days of such termination of the
                  Participant's employment with the Company or the Employer, and
                  the Participant shall be required to pay the Participant's
                  Plan Year Contribution to Premium for each succeeding Plan
                  Year generally within ninety (90) days of the premium payment
                  date for the Estate Preservation Policy for each such Plan
                  Year. In all events, the Participant shall pay the
                  Participant's Plan Year Contribution to Premium prior to the
                  end of each such Plan Year. For the Plan Year in which either
                  the Participant or his spouse dies, the Participant's
                  employment with the Company and Employer is terminated, or the
                  Split-Dollar Agreement is otherwise terminated, an appropriate
                  adjustment shall be made to the Participant's Plan Year
                  Contribution to Premium for such Plan Year (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.

                                       5
<PAGE>

                  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 Participant's 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
Company's interests under the Split-Dollar Agreement in the Estate Preservation
Policy without the Company's prior written consent; and (b) except with respect
to the Participant's right to change the beneficiaries of the Participant's
Death Benefit, as defined in subparagraph (iii) of paragraph 4.7(b), and to
assign the Participant's interests in the 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
Company's interests under the Split-Dollar Agreement in the Estate Preservation
Policy) without the Company's prior written consent. For purposes of this
subsection 4.6, the Participant may borrow against or withdraw from the cash
value of the 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 Participant's Death Benefit and that portion of the cash value of the Estate
Preservation Policy which is in excess of the cash value of the

                                       6
<PAGE>

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 Participant's 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 "Death Benefit").

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

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

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

           (iii)  The Participant's 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 Participant's Death Benefit.  For purposes
                  of this subparagraph (iii), the "Participant's Death Benefit"
                  shall be an amount equal to the lesser of (A) the maximum
                  death benefit set forth in the Exhibit (the "Participant's
                  Maximum Death Benefit") 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 Participant's 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.

                                       7
<PAGE>

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

           (iii)  The Participant is demoted 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
                  Participant's 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 Participant's
                  employment with the Company or an Employer has terminated and
                  whether before, on or after the date upon which the
                  Participant becomes retirement eligible; or

              v)  the latest of:

                  (A)      the date the Participant's 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.

                                       8
<PAGE>

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

         (c)      For purposes of the Plan, the Participant shall be deemed to
                  be "retirement eligible" as of the date upon which (i) the
                  Participant's combined age plus 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 Participant's
                  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 Company's plans identified
                  above shall also include any successor plan.

     4.9  Options on Termination of Split-Dollar Agreement.

     (a)  Upon termination of a Split-Dollar Agreement, the
          Company shall be entitled to receive from the cash
          value of the related Estate Preservation Policy an
          amount equal to the sum of (i) the Company's Cumulative
          Net Premium Payment plus (ii) the amount owed to it by
          the Participant under paragraph 4.4(c), if any. Such
          amount is hereinafter referred to as the "Company's
          Cumulative Net Premium Payment at Termination".
     
     (b)  For thirty (30) days after the date of the termination
          of the Split-Dollar Agreement, the Participant shall
          have the option of obtaining the release of the
          collateral assignment of the Estate Preservation Policy
          to the Company. To obtain such release, the Participant
          shall pay to the Company an amount equal to the
          Company's Cumulative Net Premium Payment at
          Termination, and, notwithstanding any other provision
          hereof, the Participant shall specifically be allowed
          to borrow against or withdraw from the cash value of
          the 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
          Company's Cumulative Net Premium Payment at Termination
          under the collateral assignment of the Estate
          Preservation Policy. Thereafter, neither the
          Participant, nor the Participant's 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 Company's Cumulative Net Premium Payment
          at Termination.
     
     (d)  Anything contained in this Plan to the contrary
          notwithstanding, if the Split-Dollar Agreement
          terminates (other than as a result of the death of the
          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 Company's Cumulative Net
          Premium Payment at Termination, an amount sufficient to
          pay all federal, state and local income taxes, if any,
          imposed upon the Company as a result of such early
          termination and attributable to the Estate Preservation
          Policy so that the Company will receive the Company's
          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 Company's independent certified
          public accountant which is responsible for preparing
          the income tax returns for the Company for such Plan
          Year.

                                
                            SECTION 5

                       Plan Administration

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

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


                            SECTION 6

                          Miscellaneous

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

     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.