AMERITECH CORPORATE RESOURCE
                        TRANSFER PROGRAM
                                
   (As Amended and Restated Effective as of February 1, 1998)

                                
                  AMERITECH CORPORATE RESOURCE
                        TRANSFER PROGRAM
                                
   (As Amended and Restated Effective as of February 1, 1998)
     
     
                        TABLE OF CONTENTS

SECTION                                                PAGE

  1            Definitions                               1

  2            Residence Relocation Differential         1

  3            Home Purchase Differential                3

  4            General Provisions                        4

Appendix 1
                                
                  AMERITECH  CORPORATE RESOURCE
                        TRANSFER PROGRAM
                                
   (As Amended and Restated Effective as of February 1, 1998)

Section 1.     Definitions

     1.   The word "Program" shall mean the Ameritech Corporate
          Resource Transfer Program.
     
     2.   The word "Company" shall mean Ameritech Corporation, or
          its successors.
     
     3.   The word "Employer" shall mean the Company and each
          Subsidiary or Affiliate of the Company which, with the
          consent of the Company, adopts the Program.  The word
          "Subsididiary" 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 word
          "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.
     
     4.   The term "eligible employee" shall mean a management
          employee on the active roll of the Company who (a) is a
          member of the Company's Management Committee, (b) has
          attained any of salary grades CR 5 through 9, or (c) is
          an attorney in salary grade VI.


Section 2.     Residence Relocation Differential

     1.   An eligible employee shall be entitled to receive a
          Residence Relocation Differential if:

          (a)  the employee's primary work location within an
               Employer has been changed at the direction of the
               Employer or the employee's primary work location
               has changed because of a transfer to one Employer
               from another Employer.
          
          (b)  the employee is eligible for reimbursement for
               moving expenses under the Ameritech Relocation
               Plan for Management Employees, as applied at the
               new work location (unless a waiver of this
               condition because of unusual circumstances is
               approved by the employee's supervisor and the
               Company's Senior Vice President - Human
               Resources), and
          
          (c)  the employee moves to a new residence, within a
               12-month period of the employee's transfer to the
               new work location.

     For the purpose of Paragraph l(c), an employee is considered
     to move to a new residence on the date of the closing in the
     case of a residence which is purchased, or in the case of a
     residence which is rented, on the earliest date in the
     rental period for which no reimbursement with respect to
     rent is made from an Employer to the employee. Also, in the
     case of rented premises, the suitability of such premises
     for use as a residence must be approved by the Company's
     Senior Vice President - Human Resources.

     2.        (a)  Except as provided in Paragraph 2(c) and (d)
               of this Section 2, a Residence Relocation
               Differential shall be paid with respect to the 36-
               month period which begins with the first day of
               the month which contains the effective date of the
               employee's transfer to the new work location. The
               Residence Relocation Differential with respect to
               the first 12 months of the 36-month period shall
               equal 10% of the employee's base salary on the
               effective date of transfer to the new work
               location, or 8% of the employee's position rate on
               such effective date of transfer, whichever is
               higher. The Residence Relocation Differential with
               respect to the next 12-month period shall equal
               80% of the Residence Relocation Differential
               during the first 12-month period. The Residence
               Relocation Differential with respect to the final
               12-month period shall equal 60% of the Residence
               Relocation Differential during the first 12-month
               period.
          
          (b)  The amount of Residence Relocation Differential
               payable with respect to each 12-month period shall
               be paid to an employee in equal monthly
               installments except that the amount payable with
               respect to any month preceding the month in which
               the employee moves to a new residence shall be
               accumulated and paid to such employee only after
               he has moved to a new residence. The Company's
               Senior Vice President - Human Resources shall have
               the authority to approve payment of any
               accumulated amounts in a lump sum or in a series
               of equal monthly installments not exceeding 12.
          
          (c)  If an employee becomes an eligible employee after
               the employee has transferred to a new work
               location, the payment of a Residence Relocation
               Differential shall not be made with respect to any
               month (in the 36-month period referred to in
               Paragraph 2(a)) prior to the month in which the
               employee becomes an eligible employee.
               Furthermore, the Residence Relocation Differential
               for any such employee may be determined by
               substituting the words "the date the employee
               became an eligible employee" for "the effective
               date of transfer to the new work location" and for
               "such effective date of transfer" in the second
               sentence of Paragraph 2(a) of this Section 2.
          
          (d)  The payment of a Residence Relocation Differential
               with respect to an employee's transfer to a new
               work location shall not be made with respect to
               any month after the month in which:

                    (i)  the employee, who has rented a residence
                    near the new work location, ceases to occupy
                    such residence and returns to his former
                    residence, or
          
                    (ii) the employee becomes entitled to a
                    Residence Relocation Differential with
                    respect to a subsequent change to another new
                    work location, or
          
                    (iii)     the employee retires, dies or
                    terminates employment with the Employers, or
          
                    (iv) the employee commences a leave of
                    absence, or
          
                    (v)  the employee ceases to be an eligible
                    employee, and it shall be the responsibility
                    of the employee to repay the Residence
                    Relocation Differential paid in error with
                    respect to any such month.

          Notwithstanding the provisions of this Paragraph
          2(d)(iv) or (v), the Company's Senior Vice President -
          Human Resources shall have the authority to approve the
          continuation of payment of all or part of the Residence
          Relocation Differential with respect to an employee, or
          to approve the payment in a lump sum of all or part of
          the Residence Relocation Differential which would
          otherwise be payable on a monthly basis.
          
          (e)  If an eligible employee transfers from one
               Employer to another Employer without changing his
               primary work location while such employee is
               receiving a Residence Relocation Differential
               under the Program, then the Employer to which such
               employee transfers shall continue to pay to such
               employee the amount of Residence Relocation
               Differential for the remainder of the 36-month
               period which would have been payable under such
               program had the employee not transferred to such
               Employer.


Section 3.     Home Purchase Differential

     1.   Effective as of January 1, 1987, an eligible employee
          shall be entitled to receive a Home Purchase
          Differential if:

          (a)  the employee's primary work location has been
               changed at the direction of an Employer or the
               employee's primary work location has changed
               because of a transfer to one Employer from another
               Employer,
          
          (b)  the employee purchases a residence within twelve
               months from the date of transfer, and
          
          (c)  the new work location is in one of the Company's
               regional headquarters cities.
          
     2.   The amount of an eligible employee's Home Purchase
          Differential shall be determined in accordance with
          Appendix I, attached hereto, as it may be amended from
          time to time.  An eligible employee's Home Purchase
          Differential shall be paid in a lump sum as soon as
          practicable following his purchase of a residence in
          the new location.  An employee is considered to have
          purchased a new residence on the date of the closing
          for such residence.
     
     3.   The Employer shall pay the Federal, state and local
          income taxes associated with the Home Purchase
          Differential. This payment shall be made at the same
          time the Home Purchase Differential is made and shall
          be calculated at the maximum tax rate, as of the
          closing date for the residence.

Section 4.     General Provisions

     1.   The Residence Relocation Differential component of the
          Program became effective on January 1, 1984 and the
          Home Purchase Differential component of the Program
          became effective as of January 1, 1987.
     
     2.   The Company's Senior Vice President - Human Resources
          shall have the exclusive right and discretion to
          administer and interpret the Program and the
          entitlement to benefits under the Program.  Any
          decision made by the Senior Vice President - Human
          Resources on any matter within the Senior Vice
          President - Human Resources' discretion is conclusive,
          final and binding on all persons.

          The Company's Senior Vice President - Human Resources
          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 employee whose
          claim has been denied, setting forth the specific
          reasons for such denial.  The review and appeal
          procedures for an employee whose claim has been denied
          shall be the responsibility of the Human Resources
          Committee of the Company's Board of Directors.

     3.   The Company's Senior Vice President - Human Resources
          or his delegate shall approve payments under the
          Program to eligible employees.
     
     4.   The rights of an employee to benefits under the Program
          shall not be subject to assignment or alienation.
     
     5.   Benefits under the Program shall be excluded in
          determining benefits under any pension, retirement,
          disability, death, savings or other benefit plans of
          the Employers.
     
     6.   All costs of providing the benefits under the Program
          shall be charged to the operating expense accounts of
          the Employer when and as paid.
     
     7.   The Company may from time to time make changes in the
          Program and the Company may terminate the Program, but
          such changes or termination shall not adversely affect
          the rights of any employee, without his consent, to any
          benefit under the Program to which such employee may
          have previously become entitled prior to the effective
          date of such change or termination.  The Company's
          Senior Vice President - Human Resources with the
          approval of the Company's Executive Vice President and
          General Counsel shall be authorized to make minor or
          administrative changes to the Program.

                                                    APPENDIX 1
                       CORPORATE RESOURCE
               HOME PURCHASE DIFFERENTIAL AMOUNTS
                        Effective 1-1-91

     CHICAGO TO:                                      Amount
     
          Detroit                                          0
          Milwaukee                                        0
          Cleveland                                        0
          Indianapolis                                     0
     
     DETROIT TO:
     
          Chicago                                     48,000
          Milwaukee                                        0
          Cleveland                                        0
          Indianapolis                                     0
     
     MILWAUKEE TO:
     
          Chicago                                     43,000
          Detroit                                          0
          Cleveland                                        0
          Indianapolis                                     0
     
     CLEVELAND TO:
     
          Chicago                                     49,400
          Detroit                                     10,000
          Milwaukee                                        0
          Indianapolis                                     0
     
     INDIANAPOLIS TO:
     
          Chicago                                     37,700
          Detroit                                     23,500
          Milwaukee                                   10,000
          Cleveland                                        0

                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
            [AMERITECH SUBSIDIARY] SENIOR MANAGEMENT
                        TRANSFER PROGRAM
    (As Amended and Restated Effective as of January 1, 1992

            [AMERITECH SUBSIDIARY] SENIOR MANAGEMENT
                        TRANSFER PROGRAM
                                
     SECTION 1 Definitions                            1
     
     SECTION 2 Residence Relocation Differential      1
     
     SECTION 3 Home Purchase Differential             4
     
     SECTION 4 General Provisions                     4

     Appendix 1

                                
                     [AMERITECH SUBSIDIARY]
               SENIOR MANAGEMENT TRANSFER PROGRAM
    (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1992)

Section 1.     Definitions

     1.   The word "Program" shall mean the [Ameritech
          Subsidiary] Senior Management Transfer Program.
     
     2.   The word "Company" shall mean [Ameritech Subsidiary],
          or its successors.
     
     3.   The term "eligible employee" shall mean an employee of
          the Company who has attained a level higher than
          Department level or equivalent Fifth Level, and who
          holds a position which the Company's Board of Directors
          (or, if the Company does not have a Board of Directors
          and is managed by its shareholder or shareholders, then
          such shareholder or shareholders) has determined to be
          within the Company's Senior Management Group.

Section 2.     Residence Relocation Differential

     1.   An eligible employee shall be entitled to receive a
          Residence Relocation Differential if:

          (a)  the employee's primary work location within the
               Company has been changed at the direction of the
               Company or the employee's primary work location
               has changed because of a transfer to the Company
               from a subsidiary of Ameritech,
          
          (b)  the employee is eligible for reimbursement for
               moving expenses under the [Ameritech Subsidiary]
               Relocation Plan for Management Employees, as
               applied at the new work location (unless a waiver
               of this condition because of unusual circumstances
               is approved by the employee's supervisor and the
               Personnel Vice President), and
          
          (c)  the employee moves to a new residence, within a 12-
               month period of the employee's transfer to the new
               work location.
          
          For the purpose of Paragraph l(c), an employee is
          considered to move to a new residence on the date of
          the closing in the case of a residence which is
          purchased, or in the case of a residence which is
          rented, on the earliest date in the rental period for
          which no reimbursement with respect to rent is made
          from the Company to the employee. Also, in the case of
          rented premises, the suitability of such premises for
          use as a residence must be approved by the Personnel
          Vice President.

     2.        (a)  Except as provided in Paragraph 2(C) and (d)
               of this Section 2, a Residence Relocation
               Differential shall be paid with respect to the 36-
               month period which begins with the first day of
               the month which contains the effective date of the
               employee's transfer to the new work location. The
               Residence Relocation Differential with respect to
               the first 12 months of the 36month period shall
               equal 10% of the employee's base salary on the
               effective date of transfer to the new work
               location, or 8% of the employee's position rate on
               such effective date of transfer, whichever is
               higher. The Residence Relocation Differential with
               respect to the next 12-month period shall equal
               80% of the Residential Relocation Differential
               during the first 12-month period. The Residence
               Relocation Differential with respect to the final
               12-month period shall equal 60% of the Residence
               Relocation Differential during the first 12-month
               period.
          
          (b)  The amount of Residence Relocation Differential
               payable with respect to each 12-month period shall
               be paid to an employee in equal monthly
               installments except that the amount payable with
               respect to any month preceding the month in which
               the employee moves to a new residence shall be
               accumulated and paid to such employee only after
               he has moved to a new residence. The Personnel
               Vice President shall have the authority to approve
               payment of any accumulated amounts in a lump sum
               or in a series of equal monthly installments not
               exceeding 12.
          
          (c)  If an employee becomes an eligible employee after
               the employee has transferred to a new work
               location, the payment of a Residence Relocation
               Differential shall not be made with respect to any
               month (in the 36-month period referred to in
               Paragraph 2(a)) prior to the month in which the
               employee becomes an eligible employee.
               Furthermore, the Residence Relocation Differential
               for any such employee may be determined by
               substituting the words "the date the employee
               became an eligible employee" for "the effective
               date of transfer to the new work location" and for
               "such effective date of transfer" in the second
               sentence of Paragraph 2(a) of this Section 2.
          
          (d)  The payment of a Residence Relocation Differential
               with respect to an employee's transfer to a new
               work location shall not be made with respect to
               any month after the month in which:

                    (i)  the employee, who has rented a residence
                    near the new work location, ceases to occupy
                    such residence and returns to his former
                    residence, or
          
                    (ii) the employee becomes entitled to a
                    Residence Relocation Differential with
                    respect to a subsequent change to another new
                    work location, or
          
                    (iii)     the employee retires, dies or
                    terminates employment with the Company, or
          
                    (iv) the employee commences a leave of
                    absence, or
          
                    (v)  the employee ceases to be an eligible
                    employee,
          
               and it shall be the responsibility of the employee
               to repay the Residence Relocation Differential
               paid in error with respect to any such month.

     Notwithstanding the provisions of this Paragraph 2(d)(iv) or
     (v), the Personnel Vice President with respect to Paragraph
     2(d)(iv) and the Senior Vice President - Human Resources of
     Ameritech with respect to Paragraph 2(d)(v) shall have the
     authority to approve the continuation of payment of all or
     part of the Residence Relocation Differential with respect
     to an employee, or to approve the payment in a lump sum of
     all or part of the Residence Relocation Differential which
     would otherwise be payable on a monthly basis.

          (e)  If an eligible employee transfers to the Company
               from Ameritech or another subsidiary of Ameritech
               without changing his primary work location while
               such employee is receiving a Residence Relocation
               Differential under the Senior Management Transfer
               Program of Ameritech or of such subsidiary, then
               the Company shall continue to pay to such employee
               the amount of Residence Relocation Differential
               for the remainder of the 36-month period which
               would have been payable under such program had the
               employee not transferred to the Company.

Section 3.     Home Purchase Differential

     1.   Effective as of January 1, 1987, an eligible employee
          shall be entitled to receive a Home Purchase
          Differential if:

          (a)  the employee's primary work location has been
               changed at the direction of the Company or the
               employee's primary work location has changed
               because of a transfer to the Company from a
               subsidiary of Ameritech,
          
          (b)  the employee purchases a residence within twelve
               months from the date of transfer, and
          
          (c)  the new work location is one of Ameritech's
               regional headquarters cities.

     2.   The amount of an eligible employee's Home Purchase
          Differential shall be determined in accordance with
          Appendix I, attached hereto, as it may be amended from
          time to time. An eligible employee's Home Purchase
          Differential shall be paid in a lump sum as soon as
          practicable following his purchase of a residence in
          the new location. An employee is considered to have
          purchased a new residence on the date of the closing
          for such residence.
     
     3.   The Company shall pay the Federal, state and local
          income taxes associated with the Home Purchase
          Differential. This payment shall be made at the same
          time the Home Purchase Differential is made and shall
          be calculated at the maximum tax rate, as of the
          closing date for the residence.

Section 4.     General Provisions

     1.   The Residence Relocation Differential component of the
          Program shall be effective on January 1, 1984 and the
          Home Purchase Differential component of the Program
          shall be effective as of January 1, 1987.
     
     2.   The Personnel Vice President shall have the exclusive
          right and discretion to administer and to interpret the
          Program and the entitlement to benefits under the
          Program. Any decision made by the Personnel Vice
          President on any matter within the Personnel Vice
          President's discretion is conclusive, final and binding
          on all persons.

          The Personnel Vice President 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 employee whose claim has been denied,
          setting forth the specific reasons for such denial. The
          review and appeal procedures for an employee whose
          claim has been denied shall be the responsibility of
          the Human Resources Committee of the Ameritech Board of
          Directors.

     3.   The Personnel Vice President shall approve payments
          under the Program to eligible employees.
     
     4.   The rights of an employee to benefits under the Program
          shall not be subject to assignment or alienation.
     
     5.   Benefits under the Program shall be excluded in
          determining benefits under any pension, retirement,
          disability, death, savings or other benefit plans of
          the Company.
     
     6.   All costs of providing the benefits under the Program
          shall be charged to the operating expense accounts of
          the Company when and as paid.
     
     7.   The Company may from time to time make changes in the
          Program and the Company may terminate the Program, but
          such changes or termination shall not adversely affect
          the rights of any employee, without his consent, to any
          benefit under the Program to which such employee may
          have been previously become entitled prior to the
          effective date of such change or termination. The
          Personnel Vice President with the approval of the
          [insert title of appropriate officer] or the Senior
          Vice President - Human Resources of Ameritech with the
          approval of the Executive Vice President and General
          Counsel of Ameritech shall be authorized to make minor
          or administrative changes to the Program.

                        SENIOR MANAGEMENT
               HOME PURCHASE DIFFERENTIAL AMOUNTS
                        Effective 1-1-91

     CHICAGO TO:                                      Amount
     
          Detroit                                          0
          Milwaukee                                        0
          Cleveland                                        0
          Indianapolis                                     0
     
     DETROIT TO:
     
          Chicago                                     48,000
          Milwaukee                                        0
          Cleveland                                        0
          Indianapolis                                     0
     
     MILWAUKEE TO:
     
          Chicago                                     43,000
          Detroit                                          0
          Cleveland                                        0
          Indianapolis                                     0
     
     CLEVELAND TO:
     
          Chicago                                     49,400
          Detroit                                     10,000
          Milwaukee                                        0
          Indianapolis                                     0
     
     INDIANAPOLIS  TO:
     
          Chicago                                     37,700
          Detroit                                     23,500
          Milwaukee                                   10,000
          Cleveland                                        0


       AMERITECH (AMERITECH SUBSIDIARY) SENIOR MANAGEMENT
                        TRANSFER PROGRAM
                                
PURPOSE

To mitigate the economic impact associated with a job transfer.

COST

Paid by the participant's company.

ELIGIBILITY

You are eligible to participate in this Plan if you are a
Corporate Resource Manager. For purposes of this Plan, Corporate
Resource Managers are defined as Management Committee members and
managers in market grades CR5 through CR9.

RESIDENCE RELOCATION DIFFERENTIAL

A residence relocation differential is available to participants
who:

1.   Are transferred at the Company's direction;
2.   Are eligible for reimbursement under the Company's
Relocation Plan; and
3.   Move to a new residence within twelve months of the date of
transfer.

The residence relocation differential is payable over a 36-month
period which begins on the effective date of transfer. The amount
payable is calculated as follows:

First Twelve Months - The greater of 10% of base salary on the
effective date of transfer or 8% of market rate on the effective
date of transfer

Next Twelve Months - 80% of the residence relocation differential
payable during the first twelve months

Final Twelve Months - 60% of the residence relocation
differential payable during the first twelve months

Payments under this Plan shall be made only after the employee
has moved to a new residence. Any amounts withheld shall be paid
out in a lump sum or in a series of monthly installments not
exceeding twelve.


HOME PURCHASE DIFFERENTIAL

A home purchase differential may be available to participants
who:

1.Are transferred at the Company's direction from a Company
  located in one of Ameritech's regional headquarters cities to
  Chicago; and
2.Purchase a new residence within twelve months of the date of
  transfer.

The amount of the home purchase differential is based upon the
individual's market grade and the regional city from which the
employee is relocating. (See Attachment A for current rates). The
differential, if any, for all other locations will be determined
on a case-by-case basis.

The home purchase differential is grossed up at the maximum tax
rates and is paid in a lump sum as soon as practicable after the
closing on the new residence.
                                                     Attachment A

                       CORPORATE RESOURCE
               HOME PURCHASE DIFFERENTIAL AMOUNTS
                        EFFECTIVE 1-1-94

All amounts are paid for transfers to the Chicago metropolitan
area:


           Corporate Resource
           5 - 9 Managers and
  City    Management Committee
                 Members
                    
Cleveland        $ 19,400
           
Detroit          $14,300
                    
Indianapolis     $21,600
        
Milwaukee        $16,500




No differential payments between other cities.

                                
                 FIRST ADMINISTRATIVE AMENDMENT
                               TO
                   AMERITECH SENIOR MANAGEMENT
                        TRANSFER PROGRAM
    (As Amended and Restated Effective as of January 1, 1992)

     Pursuant to authority reserved to Ameritech Corporation, the
Ameritech Senior Management Transfer Program (As Amended and
Restated Effective as of January 1, 1992) (the "Program") is
hereby amended effective as of January 1, 1995 as follows:

     1.   To delete Paragraph 3 of Section 1 in its entirety and
to substitute the following therefor:

     "3.  The term "eligible employee" shall mean a management
employee on the active roll of the Company who (a) is a member of
the Company's Management Committee or (b) has attained any of
salary grades CR 5 through 9."

Dated: April 3, 1995

                                   AMERITECH CORPORATION

                                   By:
                                        Senior Vice President -
                                        Human Resources


Concur:



Executive Vice President and
General Counsel