<PAGE>

                                                                 Exhibit 10j-1
          ===========================================================
                              AMERITECH CORPORATION
                                      1999
                             STOCK OPTION AGREEMENT
          ===========================================================



     Participant:
                 -----------------------------------------------
     Number of Shares of Common Stock:
                                      --------------------------
     Option Price:
                  ----------------------------------------------
     Date of Agreement:
                       -----------------------------------------
     Option Becomes Exercisable:
                               ---------------------------------

                                                 No. of Shares
                     Date                         Exercisable
                     ----                        -------------

     Prior to                                     None
              --------------
     On
              --------------                      -----------
     On
              --------------                      -----------
     On
              --------------                      -----------

     Option Term Expiration Date:

         1. Grant. In accordance with, and subject to, the provisions of the
Ameritech Corporation Long-Term Stock Incentive Plan (the "Plan"), Ameritech
Corporation, a Delaware corporation (the "Company"), hereby grants to the
above-named participant (the "Participant") a Non-Qualified Stock Option to
purchase the number of shares of Common Stock of the Company set forth above
(the "Option Shares") at a price per share equal to the option price set forth
above (the "Option Price").

         2. Exercisability. (a) General. Except as otherwise provided in this
paragraph 2, the Non-Qualified Stock Option granted by this Agreement (this
"Option") shall first become exercisable on the date or dates set forth above as
to the respective number of Option Shares set forth opposite each such date.

         (b) Acceleration upon Change in Control. This Option shall become
exercisable as to all of the Option Shares upon the occurrence of a Change in
Control (as defined in the Plan), other than a Change in Control which occurs
pursuant to the Agreement and Plan of Merger, dated as of May 10, 1998, among
the Company, SBC Communications Inc. and SBC Delaware, Inc. (as such agreement
may be amended from time to time, the "SBC Merger Agreement").

                                      -1-
<PAGE>

         3. Term and Termination of Option. (a) Normal Option Expiration. Unless
terminated earlier pursuant to any of the following provisions of this paragraph
3 or paragraph 6 of this Agreement, this Option shall expire on the date shown
above as the Option Term Expiration Date (the "Option Term Expiration Date").

         (b) Retirement. If the Participant's employment terminates by reason of
any Retirement (as defined below) which constitutes a Qualifying Retirement (as
defined below), then (i) any portion of this Option which is either exercisable
as of the date of the Participant's Qualifying Retirement, or which will become
exercisable, pursuant to the regular exercisability schedule for this Option set
forth above, within 120 days following the date of the Participant's Qualifying
Retirement shall terminate on the earlier of (A) the Option Term Expiration
Date, or (B) if the Participant is not in Corporate Resource grade 5 (CR5) or
equivalent or higher at such date of Qualifying Retirement, five years after the
date of the Participant's Qualifying Retirement, and (ii) the balance of this
Option as to all remaining Option Shares shall terminate as of the date of the
Participant's Qualifying Retirement. For purposes of this paragraph 3(b),
"Retirement" shall mean any employment termination by reason of retirement which
occurs either (I) 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 ("Normal Retirement") or
(II) under the Ameritech Management Pension Plan, with the Company's approval,
on or after the date on which the Participant's combined age and service (in
years and months) while participating in the Ameritech Management Pension Plan
(or the Ameritech Pension Plan if the Participant previously accrued a benefit
under the Ameritech Pension Plan for which eligibility was transferred to the
Ameritech Management Pension Plan) equals 75 ("Approved Early Retirement" and,
together with Normal Retirement, "Retirement"). For purposes of this paragraph
3(b), "Qualifying Retirement" means any Retirement which occurs on or after
________________________. Any portion of this Option which is not exercisable as
of the date of the Participant's Qualifying Retirement, but would become so
within 120 days following such date, will first become exercisable on the normal
exercisability date therefor set forth above, in accordance with paragraph 2(a)
hereof.

         (c) Resignation or Certain Other Non-Cause Terminations of Employment.
If the Participant's employment by the Company and its subsidiaries terminates
voluntarily (for example, upon the Participant's resignation) or involuntarily
for any reason or under any circumstances other than those covered by paragraphs
3(b), 3(d), 3(e) or 3(f) hereof, this Option shall terminate (i) on the date
which is 30 days after the date of such employment termination, but in no event
after the Option Term Expiration Date, as to the portion of this Option which is
exercisable as of the date of such employment termination, and (ii) upon such
employment termination, as to any and all remaining Option Shares for which this
Option is not exercisable as of such time.

         (d) Employment Termination Without Cause Following Change in Control.
If the Participant's employment by the Company and subsidiaries is involuntarily
terminated without Cause (as defined below) during the portion of the calendar
year which remains following a Change in Control (other than a Change in Control
which occurs pursuant to the SBC Merger Agreement) or the two immediately
subsequent calendar years, the Participant may exercise this Option at any time
during the five years commencing on the date of Participant's termination of
employment (or, if less, the period remaining on the original term of this
Option). Solely for purposes of the preceding sentence, the term "Cause" means

                                      -2-
<PAGE>

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

         (e) Termination of Employment for Cause. If the Participant's
employment by the Company and its subsidiaries is terminated for cause (as
determined by the Company, in its sole judgment) prior to the Option Term
Expiration Date, this Option shall terminate upon such employment termination as
to any and all Option Shares then remaining subject to this Option.

         (f) Employment Termination due to Participant's Death or Long-Term
Disability. The portion of this Option which is exercisable as of the date on
which the Participant's employment is terminated by reason of the Participant's
death or disability shall terminate on the earlier of (i) the Option Term
Expiration Date or (ii) one year after the date of such employment termination
by death or disability.

         4. Manner of Exercise. This Option may be exercised, in whole or in
part, (a) in the case of "cashless exercises" (including so-called "sell enough
to cover" transactions), by providing such notice as may be required by the
"cashless exercise" procedures established by the Committee (as defined in the
Plan) from time to time and then in effect, and (b) as to all other forms of
option exercise, by filing a written notice (in the form attached hereto) with
the person then designated by the Company as the appropriate Stock Option
Administrator with respect to the Participant, in either case prior to the date
this Option expires or earlier terminates. Such notice shall specify the number
of shares of Common Stock with respect to which this Option is being exercised.
Unless shares (or a portion of the proceeds, in the case of a cashless exercise)
are retained in satisfaction of such tax withholding, the Participant will, upon
request of the Company, submit a check for an amount equal to the amount
required to be withheld by the Company on account of federal, state, and local
taxes. Payment of the Option Price shall be by cash, by certified or cashier's
check payable to the Company, by delivery or attestation of ownership of shares
of Common Stock having an aggregate fair market value which is equal to the
amount of cash which would be required (unless otherwise provided by rules
established by the Committee from time to time) or by compliance with the
cashless exercise procedures established by the Committee.

         5. Non-Transferability. This Option is not transferable except, upon
the Participant's death, either to a beneficiary or beneficiaries previously
designated by the Participant in accordance with procedures established from
time to time by the Committee (a "Designated Beneficiary") or, if there is no
such Designated Beneficiary, by will or the laws of descent and distribution.
This Option may be exercised during the lifetime of the Participant only by the
Participant and after the death of the Participant by a Designated Beneficiary
or, if there is no such Designated Beneficiary, by the legal representative of
the estate of the Participant.

                                      -3-
<PAGE>

         6. Forfeiture for Certain Participant Actions. Notwithstanding any
other provision of this Agreement, this Option shall terminate immediately and
the Participant shall forfeit all rights hereunder if the Participant, without
the consent of the Company, either (i) becomes associated with, is employed by,
renders services to or owns more than two percent (2%) of the stock of any
business that competes with the Company or any of its subsidiaries or affiliates
in any market in which the Company or any such subsidiary or affiliate then does
business, or (ii) divulges or appropriates to the Participant's own use or to
the use of any other person any secret or confidential information or knowledge
pertaining to the business of the Company or any of its subsidiaries or
affiliates obtained by the Participant while employed by any of them.

         7. No Collateral Rights. Nothing herein contained shall confer on the
Participant any right with respect to continuation of employment by the Company
or its subsidiaries, or interfere with the right of the Company or its
subsidiaries to terminate at any time the employment of the Participant or,
except as to shares of Company Common Stock actually delivered upon any exercise
of this Option, confer any rights as a stockholder upon the holder hereof or any
other person.

         8. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee or its
delegates (subject to the discretionary assumption of such authority by the
Company's Board of Directors, as provided in the Plan), and the Committee shall
have the same powers and authority with respect to this Agreement as it has with
respect to the Plan. Any interpretation of this Agreement by the Committee and
any decision made by it with respect to this Agreement shall be final and
binding with respect to the Participant and all other persons.

         9. Relationship to the Plan. This Agreement may contain terms which are
in addition to or supplement the terms of the Plan, but the terms of this
Agreement shall be subject to the terms of the Plan. This Agreement also is
subject to all interpretations, amendments, rules and regulations adopted by the
Committee from time to time pursuant to the Plan.

         10. Miscellaneous. The headings of this Agreement are included for
convenience of reference only, and shall not be used in interpreting this
Agreement. Any notices provided for in this Agreement or in the Plan shall be in
writing and shall be given by hand delivery, facsimile, overnight courier or
postage paid, first class mail. Any notices shall be directed (a) if to the
Participant, to the Participant's address as then reflected on the Company's
records, and (b) if to the Company, to the person then designated by the Company
as the appropriate Stock Option Administrator with respect to the Participant or
to such other persons and in accordance with such other procedures as the
Committee from time to time may establish.

                                           AMERITECH CORPORATION



                                           By: /s/ Deidra D. Gold
                                              --------------------------
                                                Its Corporate Secretary

                                      -4-
<PAGE>

                         ---------------------------------
                               AMERITECH CORPORATION
                            1999 STOCK OPTION AGREEMENT
                             WITH DIVIDEND EQUIVALENTS
                         ---------------------------------


  Participant:        __________________________________________

  Number of Shares of Common Stock:     ________________________

  Option Price:       __________________________________________

  Date of Agreement:  __________________________________________

  Option Becomes Exercisable:

                                              No. of Shares
                    Date                      Exercisable
                    ----                      -----------

  Prior to   ______________________           None
  On         ______________________           _______________
  On         ______________________           _______________
  On         ______________________           _______________

  Option Term Expiration Date: _______________________



     1.  Grant.  In accordance with, and subject to, the provisions of the
Ameritech Corporation Long-Term Stock Incentive Plan (the "Plan"), Ameritech
Corporation, a Delaware corporation (the "Company"), hereby grants to the above-
named participant (the "Participant") a Non-Qualified Stock Option to purchase
the number of shares of Common Stock of the Company set forth above (the "Option
Shares") at a price per share equal to the option price set forth above (the
"Option Price").

     2.  Exercisability.  (a) General.  Except as otherwise provided in this
paragraph 2, the Non-Qualified Stock Option granted by this Agreement (this
"Option") shall first become exercisable on the date or dates set forth above as
to the respective number of Option Shares set forth opposite each such date.

     (b)  Acceleration upon Change in Control.  This Option shall become
exercisable as to all of the Option Shares upon the occurrence of a Change in
Control (as defined in the Plan), other than a Change in Control which occurs
pursuant to the Agreement and Plan of Merger, dated as of May 10, 1998, among
the Company, SBC Communications Inc. and SBC Delaware, Inc. (as such agreement
may be amended from time to time, the "SBC Merger Agreement").

     3.  Term and Termination of Option.  (a) Normal Option Expiration.  Unless
terminated earlier pursuant to any of the following provisions of this paragraph
3 or paragraph 6 of this Agreement, this Option shall expire on the date shown
above as the Option Term Expiration Date (the "Option Term Expiration Date").

     (b)  Retirement.  If the Participant's employment terminates by reason of
any Retirement (as defined below) which constitutes a Qualifying Retirement (as
defined below), then (i) any portion of this Option which is either exercisable
as of the date of the Participant's Qualifying Retirement, or which will become
exercisable, pursuant to the regular exercisability schedule for this Option set
forth above, within 120 days following the date of
<PAGE>

the Participant's Qualifying Retirement shall terminate on the earlier of (A)
the Option Term Expiration Date, or (B) if the Participant is not in Corporate
Resource grade 5 (CR5) or equivalent or higher at such date of Qualifying
Retirement, five years after the date of the Participant's Qualifying
Retirement, and (ii) the balance of this Option as to all remaining Option
Shares shall terminate as of the date of the Participant's Qualifying
Retirement. For purposes of this paragraph 3(b), "Retirement" shall mean any
employment termination by reason of retirement which occurs either (I) 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 Ameritech
Management Pension Plan ("Normal Retirement") or (II) under the Ameritech
Management Pension Plan, with the Company's approval, on or after the date on
which the Participant's combined age and service (in years and months) while
participating in the Ameritech Management Pension Plan (or the Ameritech Pension
Plan if the Participant previously accrued a benefit under the Ameritech Pension
Plan for which eligibility was transferred to the Ameritech Management Pension
Plan) equals 75 ("Approved Early Retirement" and, together with Normal
Retirement, "Retirement"). For purposes of this paragraph 3(b), "Qualifying
Retirement" means any Retirement which occurs on or after __________________.
Any portion of this Option which is not exercisable as of the date of the
Participant's Qualifying Retirement, but would become so within 120 days
following such date, will first become exercisable on the normal exercisability
date therefor set forth above, in accordance with paragraph 2(a) hereof.

     (c) Resignation or Certain Other Non-Cause Terminations of Employment.  If
the Participant's employment by the Company and its subsidiaries terminates
voluntarily (for example, upon the Participant's resignation) or involuntarily
for any reason or under any circumstances other than those covered by paragraphs
3(b), 3(d), 3(e) or 3(f) hereof, this Option shall terminate (i) on the date
which is 30 days after the date of such employment termination, but in no event
after the Option Term Expiration Date, as to the portion of this Option which is
exercisable as of the date of such employment termination, and (ii) upon such
employment termination, as to any and all remaining Option Shares for which this
Option is not exercisable as of such time.

     (d) Employment Termination Without Cause Following Change in Control.  If
the Participant's employment by the Company and subsidiaries is involuntarily
terminated without Cause (as defined below) during the portion of the calendar
year which remains following a Change in Control (other than a Change in Control
which occurs pursuant to the SBC Merger Agreement) or the two immediately
subsequent calendar years, the Participant may exercise this Option at any time
during the five years commencing on the date of Participant's termination of
employment (or, if less, the period remaining on the original term of this
Option).  Solely for purposes of the preceding sentence, the term "Cause" means
the Participant's willfully engaging in conduct materially injurious to the
Company or any subsidiary or the willful and continual failure by the
Participant to substantially perform the duties assigned to the Participant
(other than any failure resulting from the Participant's incapacity due to
physical injury or illness or mental illness), which failure has not been
corrected by the Participant within 30 days after receipt of a written notice
from the Chief Executive Officer or Board of Directors of the Participant's
employer (or, if the Participant's employer does not have a Board of Directors
and is managed by its shareholder or shareholders, then from such shareholder or
shareholders owning a majority of the voting stock of the Participant's
employer) specifying the manner in which the Participant has failed to perform
such duties.  No act, or failure to act, by the Participant shall be deemed
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that such action or omission was in the best interest of the
Company and its subsidiaries.

     (e) Termination of Employment for Cause.  If the Participant's employment
by the Company and its subsidiaries is terminated for Cause (as determined by
the Company, in its sole judgment) prior to the Option Term Expiration Date,
this Option shall terminate upon such employment termination as to any and all
Option Shares then remaining subject to this Option.

                                      -2-
<PAGE>

     (f) Employment Termination due to Participant's Death or Long-Term
Disability.  The portion of this Option which is exercisable as of the date on
which the Participant's employment is terminated by reason of the Participant's
death or disability shall terminate on the earlier of (i) the Option Term
Expiration Date or (ii) one year after the date of such employment termination
by death or disability.

     4.  Manner of Exercise.  This Option may be exercised, in whole or in part,
(a) in the case of "cashless exercises" (including so-called "sell enough to
cover" transactions), by providing such notice as may be required by the
"cashless exercise" procedures established by the Committee (as defined in the
Plan) from time to time and then in effect, and (b) as to all other forms of
option exercise, by filing a written notice (in the form attached hereto) with
the person then designated by the Company as the appropriate Stock Option
Administrator with respect to the Participant, in either case prior to the date
this Option expires or earlier terminates.  Such notice shall specify the number
of shares of Common Stock with respect to which this Option is being exercised.
Unless shares (or a portion of the proceeds, in the case of a cashless exercise)
are retained in satisfaction of applicable income and employment tax
withholding, the Participant will, upon request of the Company, submit a check
for an amount equal to the amount required to be withheld by the Company on
account of FICA taxes and federal, state, and local income taxes.  Payment of
the Option Price shall be by cash, by certified or cashier's check payable to
the Company, by delivery or attestation of ownership of shares of Common Stock
having an aggregate fair market value which is equal to the amount of cash which
would be required (unless otherwise provided by rules established by the
Committee from time to time) or by compliance with the cashless exercise
procedures established by the Committee.

     5.  Non-Transferability.  This Option is not transferable except, upon the
Participant's death, either to a beneficiary or beneficiaries previously
designated by the Participant in accordance with procedures established from
time to time by the Committee (a "Designated Beneficiary") or, if there is no
such Designated Beneficiary, by will or the laws of descent and distribution.
This Option may be exercised during the lifetime of the Participant only by the
Participant and after the death of the Participant by a Designated Beneficiary
or, if there is no such Designated Beneficiary, by the legal representative of
the estate of the Participant.

     6.  Forfeiture for Certain Participant Actions.  Notwithstanding any other
provision of this Agreement, this Option shall terminate immediately and the
Participant shall forfeit all rights hereunder if the Participant, without the
consent of the Company, either (i) becomes associated with, is employed by,
renders services to or owns more than two percent (2%) of the stock of any
business that competes with the Company or any of its subsidiaries or affiliates
in any market in which the Company or any such subsidiary or affiliate then
does business, or (ii) divulges or appropriates to the Participant's own use or
to the use of any other person any secret or confidential information or
knowledge pertaining to the business of the Company or any of its subsidiaries
or affiliates obtained by the Participant while employed by any of them.

     7.  Dividend Equivalents.  The Participant will be entitled to Dividend
Equivalents to the extent provided by this paragraph 7:

     (a)  Book Account.  The Company shall establish a book account for the
benefit of the Participant (the Participant's "Account").  As of each Record
Date during the Dividend Crediting Period, Stock Units shall be credited to the
Participant's Account to reflect the dividends payable for that Record Date with
respect to Covered Shares (as those terms are defined below).  The number of
Stock Units to be credited to the Participant's Account as of a Record Date
shall be determined by dividing the aggregate amount of the cash dividend that
would have been paid on the number of Covered Shares (as of such Record Date) by
the Average Value of a share of the Company's Common Stock (as of such Record
Date).  To the extent that stock options under the Plan are adjusted in
accordance with the Plan to reflect a corporate transaction (e.g., a stock
split) with respect to the Company, a corresponding adjustment shall be made
with respect to the Participant's Account.

     (b)  Interim Distributions.  If, during the Dividend Crediting Period, the
Participant has exercised all or any portion of the Option, then, as of the
Interim Distribution Date next following the end of the calendar quarter in
which such exercise occurs, the Participant shall receive an "Interim
Distribution" of shares of the Company's Common Stock equal to the number of
Stock Units credited to the Participant's Account as of the Interim Distribution
Date, multiplied by a fraction, (A) the numerator of which shall be the total
number of shares of Company Stock as to which the Option was exercised during
the calendar quarter; and (B) the denominator of which shall be equal to the sum
of: (i) the number of shares of Company Stock subject to the Option at the
beginning of the calendar quarter in which such exercise occurs; plus (ii) the
number of shares, if any, of the Company's Common Stock covered by any other
prior exercise(s) of the Option as to which Interim

                                      -2-
<PAGE>

Distributions or Deferred Interim Distributions have not been made. As of the
date of such distribution, the Participant's Account shall be reduced by the
number of Stock Units equal to the number of shares distributed.

     (c)  Deferred Distribution.  If, as of the Interim Distribution Date with
respect to the exercise of the Option in accordance with paragraph (b) above,
the Fair Market Value of the Company's Common Stock is equal to or less than the
Option Price, distribution with respect to that exercise shall be deferred until
the earlier of the next Interim Distribution Date on which the Fair Market Value
of the Company's Common Stock exceeds the Option Price or the Final Distribution
Date (as defined in paragraph 7(d)).  If, by reason of the limitations of this
paragraph (c), distribution with respect to any Option exercise is deferred, (i)
the number of Stock Units as to which distribution would otherwise have occurred
will remain credited to the Participant's Account, and will, while remaining
credited to the Participant's Account, be included in the determination of
Covered Shares during the Dividend Crediting Period, and (ii) the number of
Stock Units to be distributed on a subsequent Interim Distribution Date shall be
determined by multiplying the number of Stock Units credited to the
Participant's Account as of the Interim Distribution Date by the fraction
determined in accordance with paragraph 7(b).

     (d)  Final Distribution.  As of the Final Distribution Date, the
Participant shall receive a "Final Distribution" of shares of the Company's
Common Stock equal to the number of Stock Units then credited to the
Participant's Account.  The "Final Distribution Date" shall be the date that is
five years from the date of this Agreement; provided that if the Fair Market
Value of the Company's Common Stock is equal to or less than the Option Price on
that date, the "Final Distribution Date" shall be deferred until the first day
of the next calendar quarter (i.e., July 1, October 1, January 1 and April 1)
during the Option Term (as set forth in paragraph 3(a)) on which the Fair Market
Value on such date exceeds the Option Price.  Upon the Final Distribution with
respect to the Participant's Account, the Stock Units credited to that Account
shall be reduced to zero.

     (e)  Distribution following Termination of Employment.  If the
Participant's employment terminates for any reason other than Cause (as
determined in accordance with paragraph 3(e)), the number of Stock Units in the
Participant's Account as of the date of termination shall be multiplied by a
fraction, the numerator of which shall be the number of Option Shares canceled
immediately upon the Participant's termination of employment pursuant to
paragraph 3(b), 3(c), 3(d), and 3(f) and the denominator of which shall be the
sum of (i) total number of shares then subject to the Option (whether or not
then exercisable) plus (ii) the number of shares, if any, of the Company's
Common Stock covered by any other prior exercise(s) of the Option as to which
Interim Distributions or Deferred Interim Distributions have not been made.  The
number of Stock Units in the Participant's Account equal to the number resulting
from such multiplication (if any) shall be canceled.  The number of Stock Units
remaining in the Participant's Account after such cancellation (if any) shall
remain subject to this Agreement and be available for Interim Distributions and
the Final Distribution for 120 days beyond the period determined in accordance
with paragraphs 3(b), 3(c), 3(d), and 3(f) during which the Option remains
exercisable following termination of employment in accordance with this
Agreement (or the period during which the Option would remain exercisable in
accordance with paragraph 3(b), 3(c), 3(d), and 3(f), even if, following
termination of employment, there is no unexercised portion of the Option that
has become exercisable on or before termination of employment).  Notwithstanding
the above, on the ten-year anniversary of this Agreement, all Stock Units
remaining in the Participant's Account, if any, shall be canceled.  If the
Participant's employment is terminated for Cause, all Stock Units credited to
the Participant's Account shall immediately be canceled.

     (f)  Withholding.  If tax withholding is required with respect to the
Participant's Account, and unless shares are retained in satisfaction of
applicable income and employment tax withholding, the Participant will, upon
request of the Company, submit a check for an amount equal to the amount
required to be withheld by the Company on account of FICA taxes and federal,
state, and local income taxes.

     (g)  Definitions.  For purposes of this paragraph 7, the terms listed below
shall have the definitions indicated:

(i)  The "Average Value" of a share of the Company's Common Stock as of any
Record Date shall be the average of the Fair Market Values on the first and last
trading days of the calendar quarter immediately preceding the payment date of
the dividends for such Record Date.

(ii)  The number of "Covered Shares" as of any Record Date shall equal the sum
of the number of shares then subject to the Option (the "Shares") and the number
of Stock Units then credited to the Participant's Account.

                                      -3-
<PAGE>

(iii)  The "Dividend Crediting Period" shall be the period beginning with the
first day after the date of this Agreement, and ending with the earlier of the
date which is five years from the date of this Agreement or the date the
Participant's employment by the Company and its subsidiaries is terminated for
any reason other than Retirement.

(iv)  The "Fair Market Value" of a share of the Company's Common Stock means the
average of the highest and lowest prices at which a share of the Company's
Common Stock is traded on the date as of which the determination is made, or, if
the Company's Common Stock is not traded on that date, the average of the
highest and lowest prices on the next preceding day on which the Company's
Common Stock was traded, as quoted on the New York Stock Exchange - Composite
Transactions or, if the Company's Common Stock is not so quoted, on another
principal market quotation system selected by the Company.

(v)  The "Interim Distribution Date" shall be the first day of the second month
of each calendar quarter occurring after the date of this Agreement, and prior
to the Final Distribution Date.

(vi)  The "Record Date" shall be any date on which a record of the Company's
stockholders is taken for the purpose of payment of a cash dividend on the
Company's Common Stock.

     8.  Deferral of Distributions.  Notwithstanding the foregoing provisions of
this Agreement to the contrary, the Participant may elect to defer receipt of
Option gains, and defer the Interim Distributions and Final Distribution
otherwise provided in paragraph 7, as provided for and in accordance with the
provisions of the Corporate Resource Deferral Plan.

     9.  No Collateral Rights.  Nothing herein contained shall confer on the
Participant any right with respect to continuation of employment by the Company
or its subsidiaries, or interfere with the right of the Company or its
subsidiaries to terminate at any time the employment of the Participant or,
except as to shares of Company Common Stock actually delivered upon any exercise
of this Option, confer any rights as a stockholder upon the holder hereof or any
other person.

     10.  Administration.  The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee or its
delegates (subject to the discretionary assumption of such authority by the
Company's Board of Directors, as provided in the Plan), and the Committee shall
have the same powers and authority with respect to this Agreement as it has with
respect to the Plan.  Any interpretation of this Agreement by the Committee and
any decision made by it with respect to this Agreement shall be final and
binding with respect to the Participant and all other persons.

     11.  Relationship to the Plan.  This Agreement may contain terms which are
in additions to or supplement the terms of the Plan, but the terms of this
Agreement shall be subject to the terms of the Plan.  This Agreement also is
subject to all interpretations, amendments, rules and regulations adopted by the
Committee from time to time pursuant to the Plan.

     12.  Miscellaneous.  The headings of this Agreement are included for
convenience of reference only, and shall not be used in interpreting this
Agreement. Any notice provided for in this Agreement or in the Plan shall be in
writing and shall be given by hand delivery, facsimile, overnight courier or
postage paid, first class mail.  Any notice shall be directed (a) if to the
Participant, to the Participant's address as then reflected on the Company's
records, and (b) if to the Company, to the person then designated by the Company
as the appropriate Stock Option Administrator with respect to the Participant or
to such other persons and in accordance with such other procedures as the
Committee from time to time may establish.


                              AMERITECH CORPORATION



                              By:
                                  --------------------------------
                                    Its Corporate Secretary

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