<PAGE>





 
                         AMERITECH CORPORATE RESOURCE
                                 DEFERRAL PLAN
                                 -------------

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





<PAGE>
 
                         AMERITECH CORPORATE RESOURCE
                                 DEFERRAL PLAN
                                 -------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
 
SECTION                                                             PAGE
-------                                                             ----
                    <S>                                              <C>
 
     1    General                                                      1
                 History, Purpose and Effective Date                   1
                 Plan Administration                                   1
                 Non-Alienation                                        2
                 Source of Benefits                                    2
                 Notices                                               2
                 Applicable Laws                                       2
                 Gender and Number                                     2
 
     2    Participation                                                2
                 Participation                                         2
                 Plan Not Contract of Employment                       3
 
     3    Deferral of Compensation and Excess Savings Plan Credit      3
                 Deferral Requests                                     3
                 Supplemental Deferrals and Excess Savings Plan Credit 3
                 Deferred Amounts - Interest                           5
                 Deferred Amounts - Stock Units                        5
                 Deferred Amount                                       5
 
     4    Payment of Deferred Amounts                                  5
                 Distribution                                          5
                 Termination of Employment Prior to Retirement Age     6
                 Death                                                 6
                 Committee Discretion                                  7
                 Form of Payment                                       8
                 Change in Control                                     8
 
     5    Amendment or Termination                                    10
                 Administrative Amendments                            10
                 Amendments and Termination                           10
                 Participation Rights                                 10
                 Successors                                           10
 
</TABLE>

                                       i
<PAGE>
 
                          AMERITECH CORPORATE RESOURCE
                                 DEFERRAL PLAN
                                 -------------
                                        
           (As Amended and Restated Effective as of December 1, 1995)

                                   SECTION 1
                                   ---------

                                    General
                                    -------

     1.1  History, Purpose and Effective Date.  Effective January 1, 1984,
Ameritech Corporation, a Delaware corporation (the "Company"), established the
Ameritech Senior Management Supplemental Savings and Deferral Plan (the "Plan"),
which was then known as the "Ameritech Senior Management Incentive Award
Deferral Plan", now re-named the Ameritech Corporate Resource Deferral Plan.
The Plan has two primary purposes. The first is to enable senior management and
certain management employees of the Company and of any Subsidiary or Affiliate
of the Company which adopts the Plan (an "Employer") to defer the receipt of
salary and incentive compensation awards.  The second purpose is to provide such
senior management and certain management employees an opportunity to receive the
full Employer Matching Contribution and make the full level of contributions
permitted under the Ameritech Savings Plan for Salaried Employees ("Savings
Plan"), both of which might otherwise be limited by certain sections of the
Internal Revenue Code of 1986, as amended (the "Code").  The following
provisions constitute an amendment, restatement and continuation of the Plan,
effective as of December 1, 1995 (the "Effective Date").  For purposes of the
Plan, 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 Code.

     1.2.  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 or such other officer of the Company as
may from time to time be primarily responsible for human resource matters (the
"Plan Administrator"), subject to the direction of the Compensation Committee of
the Company's Board of Directors (the "Committee").  The Plan Administrator and
the Committee shall each have the exclusive right and discretion to interpret
the provisions of the Plan and the entitlement to benefits under the Plan with
respect to the duties allocated to each of the Plan Administrator and the
Committee.  Any decision made by the Plan Administrator or the Committee on any
matter within the Plan Administrator's or the Committee's discretion is
conclusive, final and binding on all persons.

The Plan Administrator shall grant or deny claims for benefits under the Plan
and authorize disbursements.  Adequate notice, pursuant to applicable law and
prescribed Company practices, shall be provided in writing to any Participant or
beneficiary whose claim has been denied, setting forth the specific reasons for
such denial.  The review and appeal procedures for a Participant or beneficiary
whose claim has been denied shall be the responsibility of the 
<PAGE>
 
Committee and shall be consistent with review and appeal procedures set forth in
the Savings Plan.

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

     1.4.  Source of Benefits.  Subject to the terms and conditions of the
Plan, any amount payable to or on account of a Participant under this Plan shall
be paid from the general assets of the Company or applicable Employer or from
one or more trusts, the assets of which are subject to the claims of the
Company's or applicable Employer's general creditors.

     1.5.  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.

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

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


                                   SECTION 2
                                   ---------

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

     2.1.  Participation.  Each Management Employee (as defined below) and
each Senior Management Employee (as defined below) shall become a Participant in
the Plan as of the earliest date on which he requests a deferral under
subsection 3.1 or 3.2 or is entitled to an Excess Savings Plan Credit under
subsection 3.2.  The term "Management Employee" means a full-time employee on
the active roll of the Company or any Employer who has attained any of salary
grades CR 1 through 4 or, if an attorney, either of salary grades IV or V.  The
term "Senior Management Employee" means an employee on the active roll of the
Company or an Employer who has attained any of salary grades CR 5 through 9 or
who is a member of the Company's Management Committee.  The terms "Management
Employee" and "Senior Management Employee" also include any individual who was a
Participant in the Plan as of December 31, 1994 as long as such individual
continues to meet the requirements to be a Management Employee or a Senior
Management Employee under the Plan as it existed as of December 31, 1994 or
meets such requirements under the Plan as it exists from time to time after that
date.  The term "Senior Management Employee" also includes a former Senior
Management Employee who no longer meets the requirements to be a Senior
Management Employee, but who has been authorized to retain part or all of the
rights of a Senior Management Employee under the Plan 

                                       2
<PAGE>
 
pursuant to an agreement in writing executed by the Senior Management Employee
and the Senior Vice President - Human Resources.

     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
                                   ---------

                          Deferral of Compensation and
                           Excess Savings Plan Credit
                           --------------------------

     3.1.  Deferral Requests.  Any Management Employee of the Company or
any Employer may elect to defer all or any portion (but not less than $1,000) of
an award to which he may be entitled under the Company's long-term incentive
plans or under an annual bonus plan of the Company or an Employer and shall
receive an Excess Savings Plan Credit in accordance with subsection 3.2(c) with
respect to such deferral but only if and to the extent he would have received an
Employer Matching Contribution under the Savings Plan had no deferral election
been made.  Any Senior Management Employee of the Company or any Employer may
elect to defer:

     (a)  subject to applicable law, all or any portion (but not less than
          $1,000) of an award to which he may be entitled under the Ameritech
          Long Term Incentive Plan or the Company's or Employer's Senior
          Management Short Term Incentive Plan or the Company's Management
          Committee Short Term Incentive Plan (collectively the "Incentive
          Plans" and individually an "Incentive Plan"); and

     (b)  for any payroll period ending on or after December 31, 1987, all or
          any portion, up to 25% of his Base Salary for such period

by filing a written request with the Plan Administrator at such time and in such
form as the Plan Administrator may determine.  "Base Salary" shall have the
meaning assigned to the term "Salary" under the Savings Plan determined without
regard to salary deferrals under this Plan and without regard to the limitations
imposed by section 401(a)(17) of the Code.  Any Senior Management Employee who
elects to make a deferral under subsection 3.1(b) above shall receive an Excess
Savings Plan Credit in accordance with subsection 3.2(b) with respect to such
deferral.

     3.2. Supplemental Deferrals and Excess Savings Plan Credit.  For any
payroll period ending after January 1, 1988, each Senior Management Employee,
and, for any payroll period ending after January 1, 1990, each Management
Employee of the Company and the Employers 

                                       3
<PAGE>
 
who is eligible to participate in the Savings Plan, shall be entitled to make a
Supplemental Deferral and receive Excess Savings Plan Credit, in accordance with
the following:

     (a)  Supplemental Deferrals. Each Senior Management Employee who is
          prevented from making a salary allotment under the Savings Plan due to
          the limitations imposed by any of sections 401(a)(17), 401(k), 401(m),
          402(g), or 415 of the Code, and, with respect to each Management
          Employee, sections 401(a)(17), 401(m) and 415 of the Code, may elect,
          at such time and in such manner as the Plan Administrator may
          determine, to make a supplemental salary deferral in an amount equal
          to the allotments which he is prevented from making under the Savings
          Plan for such period; provided that no Senior Management Employee
          shall be permitted to make any supplemental salary deferral in any
          payroll period which would cause the aggregate of his supplemental
          salary deferrals and Base Salary deferrals for such payroll period to
          exceed the 25% limitation prescribed in subsection 3.1(b) above.

     (b)  Senior Management Excess Savings Plan Credit.  For each payroll
          period, each Senior Management Employee shall be credited with an
          "Excess Savings Plan Credit" in an amount equal to the lesser of:

            (i)  4-1/2% of his Base Salary for that period; or

           (ii)  75% of his aggregate salary allotments under the Savings Plan
                 and base and supplemental salary deferrals under the Plan
                 during that period;

          reduced by the amount of Employer Matching Contributions that he
          actually receives under the Savings Plan for that period.

     (c)  Management Excess Savings Plan Credit. Subject to subsection 3.1, for
          each payroll period, each Management Employee shall be credited with
          an "Excess Savings Plan Credit" in an amount equal to the lesser of:

            (i)  4-1/2% of his aggregate Base Salary and annual bonus for that
                 period; or

           (ii)  75% of (A) supplemental salary deferrals under the Plan during
                 that period and (B) the aggregate salary allotments (including
                 annual bonuses) which would have been made under the Savings
                 Plan during that period had no deferral election been made;

                 reduced by the amount of Employer Matching Contributions that
                 he actually receives under the Savings Plan for that period.

A Participant shall be fully vested in all Excess Savings Plan Credits
regardless of the extent to which he is vested under the Savings Plan.

                                       4
<PAGE>
 
     3.3. Deferred Amounts - Interest.  Subject to the provisions of the Plan,
any amounts deferred under subsection 3.1 (other than amounts which would
otherwise have been distributed under an Incentive Plan in the form of the
Company's common shares) or deferred or credited under subsection 3.2 shall be
credited with interest from the date as of which the amount would otherwise have
been paid to the Participant or credited to his account under the Savings Plan
to the date as of which it is paid under the Plan.  Such interest shall be
compounded as of the last day of each calendar quarter and from the end of the
preceding calendar quarter to the distribution date and shall be credited at
such rate as the Committee may establish from time to time.

     3.4. Deferred Amounts - Stock Units.  Subject to the provisions of the
Plan, for that portion, if any of any amount deferred under subsection 3.1 which
would otherwise have been distributed under an Incentive Plan in the form of the
Company's common shares, the Participant shall be credited with an equivalent
number of "Stock Units" under the Plan.  As of each dividend payment date for
the Company's common shares, each Participant shall be credited with an
additional number of Stock Units which is equal to: (i) the dividend which would
have been paid on such date on that number of Ameritech common shares which is
equal to the number of Stock Units credited to the Participant under the Plan on
the record date for such dividend, divided by (ii) the Fair Market Value (as
defined below) of an Ameritech common share on such dividend payment date.  For
purposes of the Plan, the Fair Market Value of Ameritech common shares on any
dividend payment date shall be the average of the average daily high and low
sale prices of Ameritech common shares as quoted on the New York Stock Exchange
-- Composite Transactions or other principal market quotation selected by the
Committee for the calendar month next preceding the dividend payment date.  In
the event of any changes in outstanding Ameritech common shares by reason of any
stock dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, the Company's Board of
Directors shall make such adjustments, if any, that it deems appropriate in the
number of Stock Units then credited to Participant accounts.  Any and all such
adjustments shall be conclusive and binding upon all parties concerned.

     3.5  Deferred Amount.  A Participant's "Deferred Amount" under the Plan as
of any date shall mean the amount deferred by him under subsection 3.1 or
deferred or credited to him under subsection 3.2, each adjusted in accordance
with subsections 3.3 and 3.4.


                                   SECTION 4
                                   ---------

                          Payment of Deferred Amounts
                          ---------------------------

     4.1. Distribution.  Any deferral made in accordance with subsections 3.1 or
3.2 shall include an election of a distribution commencement date and an
election of a payment form either in a lump sum or in annual installments over a
period of 2, 3, 4, 5, 10, 15 or 20 years; provided, however, that a) incentive
awards payable pursuant to the Ameritech Management Committee Short Term
Incentive Plan that are deferred by members of the Company's Management
Committee may not be distributed to any such Participant until such
Participant's 

                                       5
<PAGE>
 
normal retirement or approved early retirement as defined in subsection 4.2 or
termination of employment, and b) any Deferred Amount which, at the time of
distribution, is less than or equal to $3,500.00 shall be paid in a lump sum,
regardless of the Participant's election. Subject to the above conditions and
the following provisions of the Plan, the distribution commencement date and
form of payment of any Deferred Amount shall be as designated by the Participant
in his deferral request, or in any comparable election under the Plan as in
effect from time to time prior to the Effective Date. A Participant may, with
the consent of the Committee, defer the commencement date or extend the
distribution period for any Deferred Amount, within the guidelines set forth
above, by filing a written request with the Plan Administrator, in such form as
the Administrator may require; provided that any such request must be filed no
later than one year prior to the earlier of the date distribution would
otherwise commence or the date of the Participant's termination of employment.
Any election under the preceding sentence shall be irrevocable by the
Participant. Excess Savings Plan Credits associated with amounts deferred for
any period will be paid at the same time and in the same form as provided in the
deferral request for such deferred amount; provided, however, that if no
deferral election is in place for such period, the deferral account including
the Excess Savings Plan Credits for such period shall be paid in a lump sum on
the Participant's termination of employment.

     4.2. Termination of Employment Prior to Retirement Age.  If a Participant's
employment with the Company, its Subsidiaries and Affiliates terminates prior to
the Participant's attaining eligibility for normal or approved early retirement
as defined below, then, unless such termination is by reason of disability
entitling the Participant to a benefit under the Company's or an Employer's
long-term disability plan or unless a different form or time of distribution is
authorized by the Plan Administrator pursuant to Committee direction, his entire
benefit under the Plan shall be distributed to him in a lump sum as soon as
practicable after such termination of employment.  For all purposes under the
Plan, the term "normal retirement" shall mean retirement on or after the date on
which the Participant reaches age 65 (or, if later, the fourth anniversary of
the date the Participant commenced participation in the Ameritech Management
Pension Plan), and the term "approved early retirement" shall mean retirement on
or after the date on which the Participant's combined age and years of service
equals 75, subject to Committee authorization.  Anything in the Plan to the
contrary notwithstanding and regardless of the Participant's election of a
particular form of distribution, if, before a Participant receives full payment
of all amounts credited to him under the Plan, the Participant without the
consent of the Company, at any time is employed by, becomes associated with,
renders service to, or owns an interest in any business that is competitive with
the Company, with any Employer or with any business in which the Company or any
Employer has a substantial interest (other than as a shareholder with a
nonsubstantial interest in such business) or engages in any activity which is in
conflict with or adverse to the interests of the Company or any Employer, then
the Committee in its discretion may authorize the accelerated distribution of
the balance of the Participant's Deferred Amount and may require that such
Deferred Amount be paid to the Participant in a lump sum as soon as practicable
after such authorization.

     4.3. Death.  A Participant may elect that, in the event the Participant
should die before full payment of all amounts credited to him under this Plan,
the balance of the Deferred Amount shall be distributed in one payment or in
some other number of approximately equal annual 

                                       6
<PAGE>
 
installments (not exceeding 10) to the beneficiary or beneficiaries designated
in writing by the Participant, or if no designation has been made, to the estate
of the Participant. The first installment (or the single payment if the
Participant has so elected) shall be paid as soon as practicable after the last
day of the calendar quarter during which the Participant's death occurs. The
Participant may change the beneficiary designation and the form of distribution
of deferred funds to the beneficiary at any time.

     4.4. Committee Discretion.  The Committee, in its sole discretion, may
alter the commencement date and period of distribution of any Deferred Amount as
follows:

     (a)  Hardship. At the request of a Participant or a Participant's
          beneficiary, the Committee may accelerate distribution to the extent
          necessary to meet any unanticipated financial need that is caused by
          an event beyond the control of the Participant or beneficiary and that
          would result in severe financial hardship to the individual if early
          withdrawal were not permitted.

     (b)  Changed Circumstances.  The Committee may accelerate distribution of
          any Deferred Amount to the extent that it determines such acceleration
          to be in the best interests of the Company or an Employer because of
          changes in tax or accounting principles or any other reason which
          negates or diminishes the continued value of the Deferred Amount to
          the Company, Employer or Participant.

     (c)  Involuntary or Force Reduction Termination.  At the request of a
          Participant, the Committee may extend the period of distribution for
          any Deferred Amount as the Committee determines to be necessary or
          appropriate if a Participant terminates employment (i) involuntarily,
          (ii) voluntarily or involuntarily under a limited program of
          terminations of employment initiated by the Company or an Employer to
          achieve a specific force reduction or (iii) by mutual agreement under
          an individual separation arrangement; provided, that such an extension
          may be authorized only if the Participant's request and the
          Committee's approval of that request occur prior to the earlier of (A)
          the Participant's termination of employment or (B) the date of
          distribution would otherwise have commenced.

     (d)  Accelerated Distribution.  Anything in the Plan to the contrary
          notwithstanding, at the request of a Participant, the Committee may
          accelerate distribution of the Participant's entire Deferred Amount;
          provided, that (i) the Deferred Amount to be distributed shall be paid
          in a lump sum and reduced by six percent (6%), as an early withdrawal
          penalty, (ii) such early withdrawal penalty shall be retained by the
          Company and never distributed to the Participant, (iii) the valuation
          date used to determine the amount of the reduction to the
          Participant's Deferred Amount shall be the most recent valuation date
          preceding the Committee's approval of the accelerated distribution,
          and (iv) the Participant shall be prohibited from participating in the
          Plan for a period of twelve (12) consecutive months following the date
          of the Participant's accelerated distribution.  In no event shall the

                                       7
<PAGE>
 
          Committee approve such requests after having been notified of Company
          insolvency or bankruptcy.

     4.5. Form of Payment. Deferred Amounts credited to a Participant in the
form of Stock Units shall be distributed to the Participant or his beneficiary
in shares of Ameritech common stock except as otherwise determined by the
Committee. All other Deferred Amounts credited to a Participant shall be paid to
him or his beneficiary in the form of cash. Any amount to be distributed in
accordance with the foregoing provisions of this Section 4 shall be calculated
as of the last day of a calendar quarter in the case of distributions pursuant
to Sections 4.2, 4.3 or 4.4(d) and as of the distribution date for all other
distributions and shall be distributed as soon as practicable thereafter.

     4.6. Change in Control. Notwithstanding any other provisions of the Plan,
if a Change in Control (as defined below) occurs, then the entire amount
credited to each Participant under the Plan, including any benefit in pay
status, shall be distributed to him in a lump sum cash payment as soon as
practicable. At any time prior to a Change in Control, a Participant may
irrevocably waive such lump sum payment by filing a written waiver with the Plan
Administrator in a form acceptable to the Plan Administrator, in which case the
Participant's benefit under the Plan shall be determined without regard to this
subsection 4.6. If a Participant waives payment, the amount credited to the
Participant shall be determined as of the date of the Change in Control with
Stock Units being converted to cash amounts based on the highest fair market
value of Common Stock on any date occurring during the period beginning thirty
days prior to the Change in Control and ending thirty days after the Change in
Control, and such amount shall be credited with interest which shall accrue for
a period of five years from the date of a Change in Control, or until the
distribution date designated by the Participant, if earlier, at a rate no less
than the rate in effect under the Plan on the date of a Change in Control. For
purposes of the Plan, the term "Change in Control" means a change in the
beneficial ownership of the 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 Section 13(d) and 14(d)(2) of 
          the Securities Exchange Act of 1934) other than:

            (i)  a trustee or other fiduciary holding securities under an
                 employee benefit plan of the Company; or

           (ii)  the Participant or any person acting in concert with the
                 Participant;

                 is or becomes a beneficial owner (as defined in Rule 13d-3
                 under the Securities Exchange Act of 1934), directly or
                 indirectly, of stock of the Company representing 20% or more of
                 the total voting power of the 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 

                                       8
<PAGE>
 
                 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 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 prior thereto" shall not include (A) any director of the Company who
was designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (a) or paragraph (d) above, or (B)
any director who was not a director at the beginning of the 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

                                       9
<PAGE>
 
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.


                                   SECTION 5
                                   ---------

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

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

     5.2.  Amendments and Termination. Subject to the provisions of subsection
5.3, the Company's Board of Directors may amend or terminate the Plan at any
time and any Employer may, by action of its Board of Directors (or, if such
Employer does not have a Board of Directors and is managed by its shareholder or
shareholders, by action of such shareholder or shareholders), terminate its
participation in the Plan at any time.

     5.3.  Participation Rights. No action under this Section 5 shall, without
consent of the affected Participant or, in the event of his death, his
beneficiary, adversely affect the rights of any Participant with respect to any
Deferred Amount which was credited to him under the Plan prior to the date of
such action.

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

                                      10