<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
AMENDMENT TO REPORT
Filed pursuant to Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934
AMERITECH CORPORATION
Amendment No. 1
The undersigned registrant hereby files the following exhibits
referenced in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and adds Exhibit 10r-1 to the list of exhibits:
10e-1 First Administrative Amendment to Ameritech Senior Management
Long Term Disability Plan
10k-6 Sixth Administrative Amendment to Ameritech Senior Management
Retirement and Survivor Protection Plan
10l-1 First Administrative Amendment to Ameritech Senior Management
Supplemental Savings and Deferral Plan
10o-2 Second Administrative Amendment to the Ameritech Senior
Management Severance Pay Plan
10r-1 First Administrative Amendment to Ameritech Senior Management
Transfer Program
10s-2 Second Administrative Amendment to the Ameritech Key
Management Life Insurance Plan
10t-2 First Amendment to Ameritech Estate Preservation Plan
10bb Agreement Regarding Change in Control dated as of January 1,
1995 between the Company and Oren G. Shaffer
10cc Agreement Regarding Change in Control dated as of January 1,
1995 between the Company and Rita P. Wilson
10dd Ameritech Mid-Career Pension Plan
10dd-1 First Amendment to Ameritech Mid-Career Pension Plan
10dd-2 Second Amendment to Ameritech Mid-Career Pension Plan
10dd-3 Third Amendment to Ameritech Mid-Career Pension Plan
10dd-4 Fourth Amendment to Ameritech Mid-Career Pension Plan
10dd-5 Fifth Amendment to Ameritech Mid-Career Pension Plan
10dd-6 Sixth Amendment to Ameritech Mid-Career Pension Plan
10dd-7 Seventh Amendment to Ameritech Mid-Career Pension Plan
10dd-8 Eighth Amendment to Ameritech Mid-Career Pension Plan
<PAGE>2
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ameritech Corporation
By /s/ Bruce B. Howat
Bruce B. Howat
Secretary
Dated: May 15, 1995
Exhibit 10e-1
FIRST ADMINISTRATIVE AMENDMENT
TO
AMERITECH SENIOR MANAGEMENT
LONG TERM DISABILITY PLAN
(As Amended and Restated Effective as of January 1, 1992)
Pursuant to authority reserved to Ameritech
Corporation, the Ameritech Senior Management Long Term
Disability Plan (As Amended and Restated Effective as of
January 1, 1992) (the "Plan") is hereby amended effective as
of January 1, 1995, to delete subsection 2.1 in its entirety
and to substitute the following therefor:
"2.1. Participation. Each employee of the Company
and the Subsidiaries shall become a Participant in the Plan
(or in the case of employees described in subparagraph (c)
below, shall remain Participants in the Plan provided they
continue to meet all applicable Plan requirements) on the
first date after the Effective Date on which he is employed
as:
(a) a member of the Company's Management Committee;
(b) a full-time management employee on the active roll
of the Company or any Subsidiary who has attained
any of salary grades CR 5 through 9; or
(c) a full-time management employee on the active roll
of the Company or any Subsidiary who is not
described in subparagraph (a) or (b) above but who
was a Participant in the Plan as of December 31,
1994.
Any employee who was a Participant but who no
longer meets the requirements of subparagraph (a)
or (b) above or any employee who was a Participant
described in subparagraph (c) above but who no
longer meets the requirements of subparagraph (a)
or (b) above and who no longer holds a position
higher than Department Level or equivalent Fifth
Level shall cease to be a Participant as of the
date he ceases to meet the requirements of
subparagraph (a) or (b) or ceases to hold a
position described above, even if he continues to
be employed by the Company or a Subsidiary."
Dated: April 3, 1995
AMERITECH CORPORATION
By: /s/ Walter M. Oliver
Senior Vice President -
Concur: Human Resources
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0780.DOC]
Exhibit 10k-6
SIXTH ADMINISTRATIVE AMENDMENT
TO
AMERITECH SENIOR MANAGEMENT
RETIREMENT AND SURVIVOR PROTECTION PLAN
(As Amended and Restated Effective as of January 1, 1992)
Pursuant to authority reserved to Ameritech
Corporation, the Ameritech Senior Management Retirement and
Survivor Protection Plan (As Amended and Restated Effective
as of January 1, 1992) (the "Plan") is hereby amended
effective as of January 1, 1995, to delete subsection 2.1 in
its entirety and to substitute the following therefor:
"2.1. Participation. Each Senior Management
Employee (as defined below) of the Company and the
Subsidiaries who was a participant in any of the Predecessor
Plans on December 31, 1985 shall become a Participant in the
Plan on January 1, 1986. Any employee who was a Participant
as of December 31, 1994 shall remain a Participant as long
as he remains a Senior Management Employee or meets the
requirements to be an Eligible Employee (as defined below).
Each other Eligible Employee shall become a Participant in
the Plan as of the earliest date on which:
(a) such employee's accrued benefit under the Pension
Plan is limited by reason of the application of
either section 401(a)(17) or 415 of the Internal
Revenue Code of 1986, as amended (the "Code");
(b) such employee is entitled to an award under the
Company's or Subsidiary's Senior Management Short
Term Incentive Plan (the "Incentive Plan");
(c) such employee is a Mid-Career Employee which shall
mean an individual who is hired or rehired at age
35 or older at a level equivalent to Fourth Level
or above, who terminates at a level above Fifth
Level or its equivalent and whose entire term of
employment after November 18, 1981 is classified
as full-time; or
(d) such employee has made a salary deferral under the
Company's Senior Management Supplemental Savings
and Deferral Plan.
In addition, solely with respect to the Surviving Spouse
Benefit described in subsection 5.5, a Participant shall
include an individual who is entitled to a Disability
Pension under the Pension Plan, and who prior to
commencement of such Disability Pension was a Senior
Management Employee or an Eligible Employee. The term
"Senior Management Employee" means an employee on the active
payroll of the Company or any Subsidiary who has attained a
level higher than Department Level or equivalent Fifth
Level, and who holds a position that the Board of Directors
of the Company has designated to be within its Senior
Management Group.
The term "Eligible Employee" means a full-time management
employee on the active payroll of the Company of any
Subsidiary who either (i) is a member of the Company's
Management Committee or (ii) has attained any of salary
grades CR 5 through 9. An individual who on or after April
1, 1993 is no longer a Senior Management Employee nor an
Eligible Employee shall cease to be a Plan Participant for
all purposes under the Plan effective as of the date such
individual ceases to be a Senior Management Employee or an
Eligible Employee; provided, that any former Senior
Management Employee who ceased to be a Senior Management
Employee before April 1, 1993 shall cease to be a Plan
Participant for all purposes under this Plan when the amount
of any salary deferrals, any awards deferred under the
annual bonus plans of the Company or a Subsidiary and any
actual awards under the Incentive Plans (without regard to
any deferral of such salary or awards under the Ameritech
Senior Management Supplemental Savings and Deferral Plan)
earned or deferred while such individual was a Senior
Management Employee shall no longer be included in such
individual's Modified Compensation as defined in subsection
3.1 of this Plan."
Dated: April 3, 1995
AMERITECH CORPORATION
By: /s/ Walter M. Oliver
Senior Vice President -
Concur: Human Resources
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0779.DOC]
Exhibit 10l-1
FIRST ADMINISTRATIVE AMENDMENT
TO
AMERITECH SENIOR MANAGEMENT
SUPPLEMENTAL SAVINGS AND DEFERRAL PLAN
(As Amended and Restated Effective as of January 1, 1992)
Pursuant to authority reserved to Ameritech
Corporation, the Ameritech Senior Management Supplemental
Savings and Deferral Plan (As Amended and Restated Effective
as of January 1, 1992) (the "Plan") is hereby amended
effective as of January 1, 1995, to delete subsection 2.1 in
its entirety and to substitute the following therefor:
"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 Subsidiary who has attained any of salary
grades CR 1 through 4 or if an attorney, any of salary
grades A through D. The term "Senior Management Employee"
means an employee on the active roll of the Company or
Subsidiary 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
pursuant to an agreement in writing executed by the Senior
Management Employee and the Senior Vice President - Human
Resources."
Dated: April 3, 1995
AMERITECH CORPORATION
By: /s/ Walter M. Oliver
Senior Vice President -
Concur: Human Resources
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0778.DOC]
Exhibit 10o-2
SECOND ADMINISTRATIVE AMENDMENT
TO
AMERITECH SENIOR MANAGEMENT
SEVERANCE PAY PLAN
(As Amended and Restated Effective as of January 1, 1992)
Pursuant to authority reserved to Ameritech
Corporation, the Ameritech Senior Management Severance Pay
Plan (As Amended and Restated Effective as of January 1,
1992) (the "Plan") is hereby amended effective as of January
1, 1995, to delete Section 2 in its entirety and to
substitute the following therefor:
"SECTION 2
Participation
2.1. Participation. The following
individuals shall be Participants in the Plan:
(a) Any management employee on the active roll of
an Employer who has attained any of salary
grades CR 1 through 9; and
(b) Any management employee on the active roll of
an Employer who is an attorney who has
attained any of salary grades A through D.
2.2. Cessation of Participation. An employee
shall cease to be a Participant in, or have any rights
under, the Plan as of the date, if any, prior to a Change in
Control on which he ceases to be a member of a class of
employees designated as Participants in accordance with
subsection 2.1. All employees of an Employer other than the
Company shall cease to be Participants in, or have any
rights under, the Plan as of the date, if any, on which the
Employer ceases to be a Subsidiary prior to a Change in
Control."
Dated: April 3, 1995
AMERITECH CORPORATION
By: /s/ Walter M. Oliver
Senior Vice President -
Human Resources
Concur:
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0782.DOC]
Exhibit 10r-1
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: /s/ Walter M. Oliver
Senior Vice President -
Concur: Human Resources
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0783.DOC]
Exhibit 10s-2
SECOND ADMINISTRATIVE AMENDMENT
TO
AMERITECH KEY MANAGEMENT LIFE INSURANCE PLAN
(Effective as of July 1, 1990)
Pursuant to authority reserved to Ameritech
Corporation, the Ameritech Key Management Life Insurance
Plan (Effective as of July 1, 1990) (the "Plan") is hereby
amended effective as of January 1, 1995 as follows:
1. To delete subsection 2.1 of the Plan in its entirety
and to substitute the following therefor:
"2.1 Participation. The following individuals shall be
eligible to become Participants in the Plan:
(a) Any member of the Company's Management Committee;
and
(b) Any full time management employee on the active
roll of the Company or any Subsidiary (i) who has
attained any of salary grades CR 1 through 9, or
(ii) who is an attorney in any of salary grades A
through D.
Each eligible individual described in subparagraph
(a) or (b) above shall become a Participant in the
Plan as of the date on or after the Effective Date
on which he purchases a Policy pursuant to the
terms of this Plan and executes a related "Split-
Dollar Agreement" and "Collateral Assignment
Agreement" as set forth in Section 4 hereof.
Notwithstanding the foregoing provisions of this
subsection 2.1, an individual who would only
qualify as a Participant because of a temporary
assignment to a position described in subparagraph
(a) or (b) above shall not be eligible to
participate in this Plan, unless the Plan
Administrator, in his sole discretion, determines
that participation in this Plan should be extended
to such individual as part of the benefit package
offered to him during his temporary assignment.
The term Participant shall also include
individuals who would have been described in
subparagraph (a) or (b) of this subsection 2.1 had
they not retired from the Company between March 1,
1990 and the Effective Date. Any Participant who
elects to participate in this Plan by purchasing a
Policy shall be deemed by such election to have
waived any rights such employee or his beneficiary
may have had to benefits under the Ameritech
Senior Management Life Insurance Plan and to
regular death benefits under the Ameritech Group
Life Insurance Plan."
2. To insert the following after the term "Senior
Management Employee" in the second parenthetical in
subparagraph (B) of subsection 4.8(a)(v): ", as defined in
the Plan on the Effective Date."
Dated: April 3, 1995
AMERITECH CORPORATION
By: /s/ Walter M. Oliver
Senior Vice-President -
Concur: Human Resources
/s/ Thomas P. Hester
Executive Vice President and
General Counsel
[PJW0781.DOC]
Exhibit t-2
FIRST AMENDMENT
TO
AMERITECH ESTATE PRESERVATION PLAN
RESOLVED, that pursuant to the authority reserved to
Ameritech Corporation (the "Company") by the provisions of the
Ameritech Estate Preservation Plan (the "Plan"), the Plan is
hereby amended, effective as of October 1, 1994, as follows:
Paragraph 2.1 is amended to read in its entirety as follows:
"Each Eligible Employee (as defined below) shall become a
Participant in the Plan as of the date on or after the Effective
Date on which he purchases an Estate Preservation Policy pursuant
to the terms of this Plan and executes a related "Split-Dollar
Agreement" and "Collateral Assignment Agreement" as set forth in
Section 4 hereof. The term "Eligible Employee" means a full-time
employee who is on the active roll of the Company or any
Subsidiary and who either (i) on or before September 30, 1994 had
attained a level higher than Department Level or equivalent Fifth
Level and held a position that the Board of Directors of the
Company designated to be within its Senior Management Group, (ii)
is Chairman of the Board, Chief Executive Officer, Vice Chairman
or President of the Company, (iii) is a member of the Company's
Management Committee, or (iv) is an elected Corporate Officer or
President of a Business Unit (as defined below) who has total
annual cash compensation (base salary plus the target award under
the Short Term Incentive Plan) of $300,000 or greater and whose
participation in the Plan is approved by the Chairman of the
Board. The term "Business Unit" means the customer-specific
business units (11 as of September 30, 1994) as they exist from
time to time, the Network Services Unit and each of the five
former Bell telephone companies in the states of Illinois,
Indiana, Michigan, Ohio and Wisconsin."
Paragraph 3.1 is amended to read in its entirety as follows:
"Subject to satisfying any insurability requirements of the
Insurer, an Eligible Employee may purchase an Estate Preservation
Policy on the joint lives of himself and his spouse. The death
benefit coverage that may be purchased under an Estate
Preservation Policy may not exceed (A) in the case of a
Participant who was an Eligible Employee on or before September
30, 1994, an amount, in $500,000 increments, up to ten times the
sum of the Participant's then applicable position rate and his
target short term award, rounded to the next higher $500,000, and
(B) in the case of a Participant who became an Eligible Employee
on or after October 1, 1994, (i) $4,000,000 for the Chairman of
the Board, the Chief Executive Officer and any other Participant
who is or would be among the five most highly compensated
employees of the Company (based on current base salary plus the
target award under the Short Term Incentive Plan) ("Top 5"), and
(ii) $3,000,000 for each other Participant."
Paragraph 3.2 is amended to read in its entirety as follows: "In
accordance with the terms of the Plan, and subject to satisfying
any insurability requirements of the Insurer, the Participant,
prior to his termination of employment with the Company and the
Subsidiaries, may elect to decrease the amount payable as a death
benefit (within the limits set forth in subsection 3.1) in such
form and at such time as the Company and the Insurer may require.
No increases in coverage may be permitted with the exception that
an Eligible Participant who becomes a member of the Top 5 may
increase his coverage up to a maximum of $4,000,000."
Paragraph 4.8 (a)(iii) is amended to read in its entirety as
follows: "The Participant is demoted or moved by the Company or
a Subsidiary to a position that is no longer that of an Eligible
Employee, even if the change occurs on or after the date upon
which the Participant becomes retirement eligible, unless the
Senior Vice President-Human Resources makes a determination based
on all relevant facts and circumstances that the Split-Dollar
Agreement shall not terminate as a result of the Participant's
demotion and so notifies the Participant;"
[BBH2134.DOC]
Exhibit 10bb
AGREEMENT REGARDING
CHANGE IN CONTROL
This Agreement entered into as of the 1st day of January,
1995, by and between Ameritech Corporation, a Delaware
corporation (the "Company"), and Oren G. Shaffer (the
"Executive"),
WITNESSETH THAT:
WHEREAS, the Company wishes to induce the Executive to
remain in its employ, to provide fair and equitable
treatment and a competitive compensation package to the
Executive, and to assure continued attention of the
Executive to his duties without any distraction arising out
of uncertain personal circumstances in a change in control
environment; and
WHEREAS, the Company recognizes that in the event of a
change in control of the Company it is likely that the
Executive's authorities, duties and responsibilities would
be substantially altered; and
WHEREAS, the Company and the Executive accordingly
desire to enter into this Agreement on the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and
mutual covenants set forth herein, it is hereby agreed by
and between the parties as follows:
1. Term of Agreement. The "Term" of this Agreement
shall commence on the date hereof and shall continue through
December 31, 1995; provided, however, that on such date and
on each December 31 thereafter, the Term of this Agreement
shall automatically be extended for one additional year (but
not beyond the Executive's attainment of age 65) unless, not
later than the preceding November 1 the Company shall have
given notice that it does not wish to extend the Term; and
provided, further, that if a Change in Control (as defined
in paragraph 2 below) shall have occurred during the
original or any extended Term of this Agreement, the Term of
this Agreement shall continue for a period of twenty-four
months beyond the month in which such Change in Control
occurs, but not beyond the Executive's attainment of age 65.
2. Change in Control. For purposes of this
Agreement, 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 Executive or any person acting in concert
with the Executive
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 subparagraph (a) shall not apply
to any tender offer made pursuant to an agreement
with the Company approved by the Company's Board of
Directors and entered into before the offeror has
become a beneficial owner of stock of the Company
representing 5% or more of the combined voting power
of the Company's then outstanding stock;
(b) a tender offer is made for the stock of the Company,
and the person making the offer owns or has accepted
for payment stock of the Company representing 20% or
more of the total voting power of the Company's then
outstanding stock; provided, however, that this
subparagraph (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 twothird (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 subparagraph (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 subparagraph
(a) or subparagraph (d) above, or (B) any director who was not
a director at the beginning of the 24-consecutive-month period
preceding the date of such merger or consolidation, unless his
election by the Board of Directors or nomination for election by the
Company's stock holders was approved by a vote of at least two-
thirds (2/3) of the directors who were directors before the
beginning of such period.
3. Compensation After a Change in Control. During
any period in which the Executive is employed by the Company after
a Change in Control, there shall be no reduction in the base
salary, long and short term incentives and bonuses, employee
benefits (including medical insurance, disability income
protection, and life insurance and death benefits), fringe
benefits and perquisites to which the Executive was entitled
prior to the Change in Control.
4. Severance Payments. Subject to the provisions
of paragraphs 5 and 6 below, in the event that (i) the
Executive's employment with the Company is involuntarily
terminated by the Company for any reason other than death,
Disability (as defined below) or Just Cause (as defined below)
during the twenty-four month period following a Change in
Control or (ii) the Executive's employment with the Company is
terminated by the Executive for any reason during the thirty-
day period beginning on the first anniversary of a Change in
Control, the Executive shall continue to receive all medical
insurance, disability income protection, life insurance
coverage and death benefits, fringe benefits and perquisites
to which the Executive was entitled prior to the Change in
Control for a period of not less than the 24 consecutive
months immediately following the date of his termination of
employment, and shall be entitled to a lump sum payment in
cash no later than ten business days and no earlier than two
business days after the date of termination equal to the sum
of:
(a) an amount equal to 2.99 (or, if less, the number of
years remaining until the Executive's attainment of
age 65) times the Executive's annual salary rate in
effect immediately prior to the Change in Control;
(b) an amount equal to 2.99 (or, if less, the number of
years remaining until the Executive's attainment of
age 65) times the Executive's short term incentive
award and other bonuses payable for the calendar
year preceding the Change in Control; and
(c) the actuarial equivalent of the additional
pension benefits which the Executive would have
accrued under the terms of the Ameritech
Management Pension Plan, the Ameritech Senior
Management Retirement and Survivor Protection Plan
and each other tax-qualified or nonqualified defined
benefit pension plan maintained by the Company
(determined without regard to any termination or any
amendment adversely affecting the Executive which is
adopted on or after a Change in Control or in
contemplation of a Change in Control) if, on the
date of Termination, the Executive had been credited
with two additional years of service and two
additional years of compensation at his annual base
salary rate and target short term incentive award in
effect on the date of the Change in Control for
benefit accrual purposes and were two years older
than his actual age on such date; provided,
however, that the additional service, compensation
and age credits under this paragraph (c) shall be
proportionately reduced if the Executive is at least
age 63 on the date of termination and eliminated if
the Executive is age 65 or older on such date. For
purposes of this subparagraph (c), actuarial
equivalence shall be determined in accordance with
the terms of the Ameritech Senior Management
Retirement and Survivor Protection Plan for purposes
of lump sum payments under that plan, but without
regard to any amendment of that plan adopted on or
after a Change in Control or in contemplation of a
Change in Control which would reduce the amount of
such lump sum payment.
For purposes of this Agreement, the Executive's employment
with the Company shall be deemed to have been involuntarily
terminated by the Company if the Executive's duties and
responsibilities are significantly diminished by the Company
without the Executive's consent. For purposes of this
Agreement, the term "Disability" means an incapacity, due to
physical injury or illness or mental illness, causing a
Participant to be unable to perform his duties for the Company
on a full-time basis for a period of at least six consecutive
months and the term "Just Cause" means willful misconduct,
dishonesty, conviction of a felony or excessive absenteeism
not related to illness or disability.
5. Tax Limitations. If any payments under this
Agreement, after taking in account all other payments to which the
Executive is entitled from the Company, or any affiliate
thereof, are more likely than not to result in a loss of a
deduction to the Company by reason of section 280G of the
Internal Revenue Code of 1986 or any successor provision to
that section, such payments shall be reduced by the least
amount required to avoid such loss of deduction. If the
Executive and the Company shall disagree as to whether a
payment under this Agreement is more likely than not to
result in the loss of a deduction, the matter shall be
resolved by an opinion of tax counsel chosen by the
Company's independent auditors. The Company shall pay the
fees and expenses of such counsel, and shall make available
such information as may be reasonably requested by such
counsel to prepare the opinion. If, by reason of the
limitations of this paragraph 5, the maximum amount payable
to the Executive under paragraph 4 above cannot be
determined prior to the due date for such payment, the
Company shall pay on the due date the minimum amount which
it in good faith determines to be payable and shall pay the
remaining amount, with interest calculated at the rate
prescribed by section 1274(b)(2)(B) of the Internal Revenue
Code of 1986, as soon as such remaining amount is determined
in accordance with this paragraph 5.
6. Source of Payments and Withholding. Any amount
payable under the terms of this Agreement shall be paid from the
general assets of the Company or from one or more trusts, the
assets of which are subject to the claims of the Company's
general creditors. All payments to the Executive under this
Agreement will be subject to all applicable withholding of
state and federal taxes.
7. Arbitration of All Disputes. Any controversy or
claim arising out of or relating to this Agreement or the breach
thereof shall be settled by arbitration in the City of
Chicago, in accordance with the laws of the State of
Illinois, by three arbitrators, one of whom shall be
appointed by the Company, one by the Executive and third of
whom shall be appointed by the first two arbitrators. If the
first two arbitrators cannot agree on the appointment of a third
arbitrator, then the third arbitrator shall be appointed by the
Chief Judge of the United States Court of Appeals for the Seventh
Circuit. The arbitration shall be conducted in accordance with
the rules of the American Arbitration Association, except with respect
to the selection of arbitrators which shall be as provided in
this paragraph 11. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel or incur
other costs and expenses in connection with enforcement of
his rights under this Agreement, the Company shall pay (or
the Executive shall be entitled to recover from the Company,
as the case may be) his reasonable attorneys' fees and costs
and expenses in connection with enforcement of his rights
(including the enforcement of any arbitration award in
court). Payments shall be made to the Executive at the time
such fees, costs and expenses are incurred. If, however, the
arbitrators shall determine that, under the circumstances,
payment by the Company of all or a part of any such fees and
costs and expenses would be unjust, the Executive shall repay
such amounts to the Company in accordance with the order of
the arbitrators.
8. Mitigation and Set-Off. The Executive shall not be
required to mitigate the amount of any payment provided for
in this Agreement by seeking other employment or otherwise.
The Company shall not be entitled to set off against the
amounts payable to the Executive under this Agreement any
amounts owed to the Company by the Executive, any amounts
earned by the Executive in other employment after termination
of his employment with the Company, or any amounts which
might have been earned by the Executive in other employment
had he sought such other employment.
9. Severance Pay Plan. During the Term of this
Agreement, the Executive shall not participate in or have any
rights under either the Ameritech Senior Management Severance
Pay Plan or the Ameritech Management Employees Severance Pay
Plan.
10. Non-Alienation. The Executive shall not have any
right to pledge, hypothecate, anticipate or in any way create
a lien upon any amounts provided under this Agreement; and
no benefits payable hereunder shall be assignable in
anticipation of payment either by voluntary or
involuntary acts, or by operation of law. Nothing in this
paragraph shall limit the Executive's rights or powers to
dispose of his property by will or limit any rights or powers
which his executor or administrator would otherwise have.
11. Governing Law. The provisions of this Agreement
shall be construed in accordance with the laws of the State
of Illinois.
12. Amendment. This Agreement may be amended or
canceled by mutual agreement of the parties in writing
without the consent of any other person and, so long as the
Executive lives, no person, other than the parties hereto,
shall have any rights under or interest in this Agreement or
the subject matter hereof.
13. Successors to the Company. This Agreement shall be
binding upon and inure to the benefit of the Company and any
successor of the Company. The Company will require any
successor (whether director or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform
it if no succession had taken place.
14. Severability. In the event that any provision or
portion of this Agreement shall be determined to be invalid
or unenforceable for any reason, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain
in full force and effect.
15. Counterparts. This Agreement may be executed in
two or more counterparts, any one of which shall be deemed
the original without reference to the others.
IN WITNESS WHEREOF, the Executive has hereunto set his
hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be
executed in its name and on its behalf, and its corporate
seal to be hereunto affixed and attested by its Secretary,
all as of the date and year first above written.
/s/ Oren G. Shaffer
Executive
Ameritech Corporation
By /s/ Bruce B. Howat
Its Secretary
ATTEST:
/s/ Marilyn Spracker
Assistant Secretary
[BBH528J.DOC]
Exhibit 10cc
AGREEMENT REGARDING
CHANGE IN CONTROL
This Agreement entered into as of the 1st day of January,
1995, by and between Ameritech Corporation, a Delaware
corporation (the "Company"), and Rita P. Wilson (the
"Executive"),
WITNESSETH THAT:
WHEREAS, the Company wishes to induce the Executive
to remain in its employ, to provide fair and equitable treatment
and a competitive compensation package to the Executive, and to
assure continued attention of the Executive to his duties without
any distraction arising out of uncertain personal circumstances
in a change in control environment; and
WHEREAS, the Company recognizes that in the event of a
change in control of the Company it is likely that the
Executive's authorities, duties and responsibilities would be
substantially altered; and
WHEREAS, the Company and the Executive accordingly desire to
enter into this Agreement on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, it is hereby agreed by and between
the parties as follows:
1. Term of Agreement. The "Term" of this Agreement shall
commence on the date hereof and shall continue through December
31, 1995; provided, however, that on such date and on each
December 31 thereafter, the Term of this Agreement shall
automatically be extended for one additional year (but not beyond
the Executive's attainment of age 65) unless, not later than the
preceding November 1 the Company shall have given notice that it
does not wish to extend the Term; and provided, further, that if
a Change in Control (as defined in paragraph 2 below) shall have
occurred during the original or any extended Term of this
Agreement, the Term of this Agreement shall continue for a period
of twenty-four months beyond the month in which such Change in
Control occurs, but not beyond the Executive's attainment of age
65.
2. Change in Control. For purposes of this Agreement, 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 Executive or any person acting in concert with
the Executive
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 subparagraph (a) shall not apply to
any tender offer made pursuant to an agreement with the
Company approved by the Company's Board of Directors
and entered into before the offeror has become a
beneficial owner of stock of the Company representing
5% or more of the combined voting power of the
Company's then outstanding stock;
(b) a tender offer is made for the stock of the Company,
and the person making the offer owns or has accepted
for payment stock of the Company representing 20% or
more of the total voting power of the Company's then
outstanding stock; provided, however, that this
subparagraph (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-
third (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 subparagraph (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 subparagraph (a) or subparagraph (d)
above, or (B) any director who was not a director at the
beginning of the 24-consecutive-month period preceding the date
of such merger or consolidation, unless his election by the Board
of Directors or nomination for election by the Company's stock
holders was approved by a vote of at least two-thirds (2/3) of
the directors who were directors before the beginning of such
period.
3. Compensation After a Change in Control. During any
period in which the Executive is employed by the Company after a
Change in Control, there shall be no reduction in the base
salary, long and short term incentives and bonuses, employee
benefits (including medical insurance, disability income
protection, and life insurance and death benefits), fringe
benefits and perquisites to which the Executive was entitled
prior to the Change in Control.
4. Severance Payments. Subject to the provisions
of paragraphs 5 and 6 below, in the event that (i) the
Executive's employment with the Company is involuntarily
terminated by the Company for any reason other than death,
Disability (as defined below) or Just Cause (as defined below)
during the twenty-four month period following a Change in Control
or (ii) the Executive's employment with the Company is terminated
by the Executive for any reason during the thirty-day period
beginning on the first anniversary of a Change in Control, the
Executive shall continue to receive all medical insurance,
disability income protection, life insurance coverage and death
benefits, fringe benefits and perquisites to which the Executive
was entitled prior to the Change in Control for a period of not
less than the 24 consecutive months immediately following the
date of his termination of employment, and shall be entitled to a
lump sum payment in cash no later than ten business days and no
earlier than two business days after the date of termination
equal to the sum of:
(a) an amount equal to 2.99 (or, if less, the number of
years remaining until the Executive's attainment of age
65) times the Executive's annual salary rate in effect
immediately prior to the Change in Control;
(b) an amount equal to 2.99 (or, if less, the number of
years remaining until the Executive's attainment of age
65) times the Executive's short term incentive award
and other bonuses payable for the calendar year
preceding the Change in Control; and
(c) the actuarial equivalent of the additional
pension benefits which the Executive would have accrued
under the terms of the Ameritech Management Pension
Plan, the Ameritech Senior Management Retirement and
Survivor Protection Plan and each other tax-qualified
or nonqualified defined benefit pension plan maintained
by the Company (determined without regard to any
termination or any amendment adversely affecting the
Executive which is adopted on or after a Change in
Control or in contemplation of a Change in Control) if,
on the date of Termination, the Executive had been
credited with two additional years of service and two
additional years of compensation at his annual base
salary rate and target short term incentive award in
effect on the date of the Change in Control for benefit
accrual purposes and were two years older than his
actual age on such date; provided, however, that the
additional service, compensation and age credits under
this paragraph (c) shall be proportionately reduced if
the Executive is at least age 63 on the date of termi
nation and eliminated if the Executive is age 65 or
older on such date. For purposes of this subparagraph
(c), actuarial equivalence shall be determined in
accordance with the terms of the Ameritech Senior
Management Retirement and Survivor Protection Plan for
purposes of lump sum payments under that plan, but
without regard to any amendment of that plan adopted on
or after a Change in Control or in contemplation of a
Change in Control which would reduce the amount of such
lump sum payment.
For purposes of this Agreement, the Executive's employment with
the Company shall be deemed to have been involuntarily terminated
by the Company if the Executive's duties and responsibilities are
significantly diminished by the Company without the Executive's
consent. For purposes of this Agreement, the term "Disability"
means an incapacity, due to physical injury or illness or mental
illness, causing a Participant to be unable to perform his duties
for the Company on a full-time basis for a period of at least six
consecutive months and the term "Just Cause" means willful
misconduct, dishonesty, conviction of a felony or excessive
absenteeism not related to illness or disability.
5. Tax Limitations. If any payments under this Agreement,
after taking in account all other payments to which the Executive
is entitled from the Company, or any affiliate thereof, are more
likely than not to result in a loss of a deduction to the Company
by reason of section 280G of the Internal Revenue Code of 1986 or
any successor provision to that section, such payments shall be
reduced by the least amount required to avoid such loss of
deduction. If the Executive and the Company shall disagree as to
whether a payment under this Agreement is more likely than not to
result in the loss of a deduction, the matter shall be resolved
by an opinion of tax counsel chosen by the Company's independent
auditors. The Company shall pay the fees and expenses of such
counsel, and shall make available such information as may be
reasonably requested by such counsel to prepare the opinion. If,
by reason of the limitations of this paragraph 5, the maximum
amount payable to the Executive under paragraph 4 above cannot be
determined prior to the due date for such payment, the Company
shall pay on the due date the minimum amount which it in good
faith determines to be payable and shall pay the remaining
amount, with interest calculated at the rate prescribed by
section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as
soon as such remaining amount is determined in accordance with
this paragraph 5.
6. Source of Payments and Withholding. Any amount payable
under the terms of this Agreement shall be paid from the general
assets of the Company or from one or more trusts, the assets of
which are subject to the claims of the Company's general
creditors. All payments to the Executive under this Agreement
will be subject to all applicable withholding of state and
federal taxes.
7. Arbitration of All Disputes. Any controversy or claim
arising out of or relating to this Agreement or the breach
thereof shall be settled by arbitration in the City of Chicago,
in accordance with the laws of the State of Illinois, by three
arbitrators, one of whom shall be appointed by the Company, one
by the Executive and third of whom shall be appointed by the
first two arbitrators. If the first two arbitrators cannot agree
on the appointment of a third arbitrator, then the third
arbitrator shall be appointed by the Chief Judge of the United
States Court of Appeals for the Seventh Circuit. The arbitration
shall be conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection of
arbitrators which shall be as provided in this paragraph 11.
Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. In the event
that it shall be necessary or desirable for the Executive to
retain legal counsel or incur other costs and expenses in
connection with enforcement of his rights under this Agreement,
the Company shall pay (or the Executive shall be entitled to
recover from the Company, as the case may be) his reasonable
attorneys' fees and costs and expenses in connection with
enforcement of his rights (including the enforcement of any
arbitration award in court). Payments shall be made to the
Executive at the time such fees, costs and expenses are incurred.
If, however, the arbitrators shall determine that, under the
circumstances, payment by the Company of all or a part of any
such fees and costs and expenses would be unjust, the Executive
shall repay such amounts to the Company in accordance with the
order of the arbitrators.
8. Mitigation and Set-Off. The Executive shall not be
required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise. The
Company shall not be entitled to set off against the amounts
payable to the Executive under this Agreement any amounts owed to
the Company by the Executive, any amounts earned by the Executive
in other employment after termination of his employment with the
Company, or any amounts which might have been earned by the
Executive in other employment had he sought such other
employment.
9. Severance Pay Plan. During the Term of this Agreement,
the Executive shall not participate in or have any rights under
either the Ameritech Senior Management Severance Pay Plan or the
Ameritech Management Employees Severance Pay Plan.
10. Non-Alienation. The Executive shall not have any right
to pledge, hypothecate, anticipate or in any way create a lien
upon any amounts provided under this Agreement; and no benefits
payable hereunder shall be assignable in anticipation of payment
either by voluntary or involuntary acts, or by operation of law.
Nothing in this paragraph shall limit the Executive's rights or
powers to dispose of his property by will or limit any rights or
powers which his executor or administrator would otherwise have.
11. Governing Law. The provisions of this Agreement shall
be construed in accordance with the laws of the State of
Illinois.
12. Amendment. This Agreement may be amended or canceled
by mutual agreement of the parties in writing without the consent
of any other person and, so long as the Executive lives, no
person, other than the parties hereto, shall have any rights
under or interest in this Agreement or the subject matter hereof.
13. Successors to the Company. This Agreement shall be
binding upon and inure to the benefit of the Company and any
successor of the Company. The Company will require any successor
(whether director or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no succession had
taken place.
14. Severability. In the event that any provision or
portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full
force and effect.
15. Counterparts. This Agreement may be executed in two or
more counterparts, any one of which shall be deemed the original
without reference to the others.
IN WITNESS WHEREOF, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors,
the Company has caused these presents to be executed in its name
and on its behalf, and its corporate seal to be hereunto affixed
and attested by its Secretary, all as of the date and year first
above written.
/s/ Rita P. Wilson
Executive
Ameritech Corporation
By /s/ Bruce B. Howat
Its Secretary
ATTEST:
/s/ Marilyn Spracker
Assistant Secretary
[BBH528K.DOC]
Exhibit 10dd
<PAGE> cover
1/17/90
Conformed Copy
AMERITECH MID-CAREER
PENSION PLAN
________________
(As Amended and Restated Effective as of
January 1, 1989 and as Further Amended
through the First Amendment)
AMERITECH MID-CAREER
PENSION PLAN
______________
Table of Contents
SECTION PAGE
1 History and Purpose 1
2 Definitions 1
3 Administration 3
4 Benefits 4
5 General Provisions 10
6 Interchange of Benefit Obligations 12
7 Plan Modifications 12
<PAGE>1
AMERITECH MID-CAREER
PENSION PLAN
________________
(As Amended and Restated Effective as of
January 1, 1989 and as Further Amended
through the First Amendment)
SECTION 1. HISTORY AND PURPOSE
Ameritech Mid-Career Pension Plan has been established
by American Information Technologies Corporation, a Delaware
corporation, effective as of January 1, 1989 (the "Effective
Date"), as an amendment, restatement and continuation of the
original Ameritech Mid-Career Pension Plan which was
effective as of January 1, 1984. The purpose of the
Ameritech Mid-Career Pension Plan is to provide certain
unfunded single life pension payments, as set forth more
fully herein, to eligible employees of American Information
Technologies Corporation and such of its subsidiaries which
have elected, with the consent of the Company, to
participate in this Plan.
The provisions of the Plan shall apply only to
Participants (as defined in Paragraph 2(a) of Section 4)
whose employment with Ameritech and its participating
subsidiaries terminates on or after the Effective Date. If a
Participant's employment terminated prior to the Effective
Date, then benefits payable to or on his behalf shall be
determined in accordance with the terms of the original
Ameritech Mid-Career Pension Plan as in effect prior to the
Effective Date. Except as otherwise specifically provided
below, an employee hired under the Mid-Career Hire Program
prior to the Effective Date shall be eligible to receive a
Deferred Benefit under the terms and conditions provided in
the original Ameritech Mid-Career Plan; provided, however,
the amount of such Deferred Benefit shall be calculated in
accordance with the benefit formula hereunder.
SECTION 2. DEFINITIONS
1. The "ADEA" shall mean the Age Discrimination in
Employment Act of 1967 as amended in 1978 and as it may be
amended from time to time.
2. The words "Chairman of the Board", "President" and
"Board of Directors" or "Board" shall mean the Chairman of
the Board of Directors, President and Board of Directors,
respectively, of the Company.
<PAGE>2
3. The word "Committee" shall mean the Employees'
Benefit Committee appointed by the Company to administer the
Pension Plan.
4. The words "Ameritech" or "Company" shall mean American
Information Technologies Corporation, a Delaware corporation, or
its successors.
5. The word "Employee" shall mean an individual (1) who is
hired or rehired at age 35 or older at or above Fourth Level or
its equivalent, (2) who terminates employment at or above Fifth
Level or its equivalent, (3) who, if hired or rehired before
November 18, 1981 has completed five years of service at or above
Fifth Level or its equivalent, or who, if hired or rehired on or
after November 18, 1981, has completed at least five years of
full-time service at or above Fifth Level or its equivalent, and
(4) whose entire term of employment after November 18, 1981 was
classified as full time.
6. The term "Interchange Company" shall have the same
meaning as is set forth in the Pension Plan.
7. The term "Mandatory Retirement Age" shall mean (a) with
respect to those employees referred to in Section 12(c)(1) of
ADEA, age 65, or such later age only as agreed to by a
Participating Company, and (b) such age as may be applicable
under ADEA, with respect to those employees for whom age is a
bona fide occupational qualification within the meaning of
Section 4(f)(1) of ADEA.
8. The words "Participating Company" shall mean the Company
or any subsidiary (any corporation of which the Company owns,
directly or indirectly, at least 50% of the total combined voting
power of all classes of stock entitled to vote) of the Company
which, with the consent of the Company, shall have elected to
participate in the Plan.
9. The words "Participating Company Committee" shall mean
the Employees' Benefit Committee appointed by each Participating
Company, other than the Company, to administer the Pension Plan
in such Participating Company in accordance with the provisions
of Section 3.
10. The words "Pension Act" shall mean the Employee
Retirement Income Security Act of 1974 ("ERISA"), as it may be
amended from time to time.
11. The term "Pension Plan" shall mean the Ameritech
Management Pension Plan.
12. The word "Plan" shall mean this Ameritech Mid-Career
Pension Plan.
<PAGE>3
13. The term "Predecessor Plan" shall mean the Bell System
Mid-Career Pension Plan as such plan existed prior to January 1,
1984.
14. The expression "term of employment" is defined in the
same manner as is set forth in the Pension Plan, except that
"term of employment" shall not include any period of part-time
employment completed after November 18, 1981, in the case of an
employee hired or rehired on or after November 18, 1981 or on or
after January l, 1984 under this or the Predecessor Plan.
15. The use in this Plan of Personal pronouns of the
masculine gender is intended to include both the masculine and
feminine genders.
SECTION 3. ADMINISTRATION
1. The Company shall be the Plan Administrator and the
Sponsor of the Plan as those terms are defined in the Pension
Act. The Committee and each Participating Company Committee
appointed by the Company and each Participating Company,
respectively, shall have the administrative responsibilities
described below.
2. (a) The Committee shall have the specific powers
elsewhere herein granted to it and shall have such other powers
as may be necessary in order to enable it to administer the Plan,
except for powers herein granted or provided to be granted to
others.
(b) The procedures for the adoption of by-laws and rules of
procedure, for the employment of a Secretary and assistants, and
for the appointment of Participating Company Committees with
authority with respect to claims of employees, both within the
Company and the Participating Companies, shall be the same as are
set forth in the Pension Plan.
(c) The Committee and each Participating Company Committee
shall grant or deny claims for benefits under the Plan with
respect to employees of each Participating Company, respectively,
and authorize disbursements according to this Plan. Adequate
notice, pursuant to applicable law and prescribed Participating
Company practices, shall be provided in writing to any
participant whose claim has been denied, setting forth the
specific reasons for such denial and any other information
required to be furnished under ERISA.
3. The review and appeal procedures for persons whose claims
have been denied shall be the same as those procedures set forth
in the Pension Plan.
<PAGE>4
4. The Committee shall determine conclusively for all
parties all questions arising in the administration of the Plan
and any decisions of such Committee shall not be subject to
further review.
5. The expenses of the Committee in administering the Plan
shall be borne by the Company and the expenses of each
Participating Company Committee shall be borne by each
Participating Company, other than the Company, respectively.
6. The Company, the Committee, each Participating Company
and each Participating Company Committee are each a "named
fiduciary" as that term is used in the Pension Act with respect
to the particular duties and responsibilities herein provided to
be allocated to each of them.
7. The Company may allocate responsibilities for the
operation and administration of the Plan consistent with the
Plan's terms, including allocation of responsibilities to
Participating Companies or Participating Company Committees. The
Company and other named fiduciaries may designate in writing
other persons to carry out their respective responsibilities
under the Plan, and may employ persons to advise them with regard
to any such responsibilities.
8. Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.
9. The obligations of the Company under the Plan are solely
contractual, and any amount payable under the terms of the Plan
shall be paid from the general assets of the Company or from one
or more trusts, the assets of which are subject to the claims of
the Company's general creditors.
SECTION 4. BENEFITS
1. Participation. An individual who was hired or rehired at
age 35 or older at or above Fourth Level or its equivalent and
whose term of employment includes at least one year of continuous
employment at Fourth Level or above, which was full time service
if he was hired or rehired on or after November 18, 1981 under
this or the Predecessor Plan, shall be deemed a "Participant" in
this Plan.
2. Eligibility.
(a) Any employee, as defined in Section 2, Paragraph 5, who
is not eligible for a Mid-Career Benefit under the terms of the
Ameritech Senior Management Retirement and Survivor Protection
Plan shall be eligible for a benefit pursuant to this Plan if he
<PAGE>5
is eligible for a service pension or a disability pension
pursuant to the Pension Plan or if he attains age 65 with term of
employment of five or more years at or above Fifth Level or its
equivalent.
(b) Normal Retirement Age. "Normal Retirement Age" is the
age of sixty-five years.
(c) Mandatory Retirement Age. Each employee referred to in
Section 12(c)(1) of ADEA and employees for whom age is a bona
fide occupational qualification within the meaning of Section
4(f)(1) of ADEA shall be retired from active service or shall
cease to be eligible for continued employment, as applicable, no
later than the last day of the month in which such employee
attains the Mandatory Retirement Age.
3. Benefit Amounts.
(a) Calculation of Pension Benefit. The annual benefit
amount will equal the product of twelve times the employee's
Final Average Compensation (as defined in the Pension Plan)
multiplied by the employee's term of employment at or above Fifth
Level or its equivalent multiplied by .0075; provided, however,
an employee's annual benefit may not exceed a percentage of
twelve times his Final Average Compensation, which percentage, as
determined by the Committee, and which is listed on Schedule I
attached hereto, shall vary based on the employee's hire age.
(b) Early Retirement Discount. Where an employee retires
from service under the age of 55 years and is eligible for a
service pension pursuant to the Pension Plan, his monthly benefit
shall be reduced in the same manner as is set forth in the
Pension Plan in the case of service pensions.
(c) Special Increases. Subject to the provisions of
Paragraph 8(g) of this Section 4, benefit payments as determined
under Paragraph 3(a) of this Section 4, of retired employees,
other than employees receiving a Deferred Benefit due to being
hired under the Ameritech Mid-Career Pension Program prior to the
Effective Date, shall be increased by the same percentage and
pursuant to the same terms and conditions as are set forth in the
Pension Plan.
4. Monthly Payments. Subject to the provisions of Paragraphs
8 and 9 of this Section 4, benefits shall be payable monthly or
at such other periods as the Committee or a Participating Company
Committee, as applicable, may determine in each case.
<PAGE>6
5. Treatment During Subsequent Employment. Where an
employee's term of employment includes service in more than one
Participating Company or in a company that is not a Participating
Company, the last Participating Company to employ the Employee
immediately prior to his retirement or termination of employment
with entitlement to a benefit hereunder shall be responsible for
the full benefit under this Plan.
Employment with any Participating Company or with any
Interchange Company, subsequent to retirement or termination of
employment with entitlement to any type of benefit described
heretofore shall result in the permanent suspension of the
benefit for the period of such employment or reemployment.
6. Duration of Payments. Except for the reasons specified in
this Section 4, Paragraphs 7, 8 and 9, or as may be otherwise
determined by the Company, benefits granted under this Plan shall
commence on the day following the date of termination with
eligibility, either at the Normal Retirement Age, or at such
other time as is herein provided for, and shall continue to the
death of the retiree.
7. Forfeiture of Benefits.
(a) All or a portion of benefits for which an employee would
be otherwise eligible hereunder may be forfeited under the
following circumstances:
(i) The employee is discharged by a Participating
Company for cause.
(ii) Determination by the Board of a Participating
Company that the employee engaged in misconduct in
connection with the employee's employment with such
Participating Company.
(iii) The employee, without the consent of his
employing Participating Company or the Participating Company
paying him a benefit hereunder, at any time is employed by,
becomes associated with, renders service to, or owns an
interest in any business that is competitive with any
Participating Company or with any business in which a
Participating Company has a substantial interest (other than
as a shareholder with a nonsubstantial interest in such
business) as determined by the Board of such Participating
Company.
(b) The portion of the benefit subject to forfeiture under
the conditions described in this Paragraph 7(a) above, is as
follows:
<PAGE>7
(i) The total benefit is subject to forfeiture if the
employee's retirement or termination of Participating
Company employment, or employment or association with a
competing business as specified in Paragraph 7(a)(iii)
occurred before age 65.
(ii) If an individual terminates employment on or after
attainment of age 65, the total benefit is subject to
forfeiture if the employee's pension under the Pension Plan
and the Ameritech Management Supplemental Pension Plan
exceeds S44,000.
(iii) If an individual terminates employment on or
after attainment of age 65, and the annual pension under the
Pension Plan and the Ameritech Management Supplemental
Pension Plan is less than $44,000 but the combined pension
thereunder and the benefit under this Plan exceed $44,000,
the benefit hereunder above the $44,000 combination is
subject to forfeiture.
8. Lump Sum Settlement. In lieu of the benefit otherwise
payable under the Plan, an employee whose employment with the
Participating Companies terminates on or after October 1, 1986,
for reasons other than death, disability or transfer to an
Interchange Company, may elect to receive a lump sum payment of
the present value of the aggregate amount of all such benefits to
which he would otherwise be entitled, subject to the following:
(a) Except as provided in Paragraph 8(c) of this Section 4,
an election of a lump sum payment must be filed with the
Committee or Participating Company Committee no later than the
later of November l, 1986 or one year prior to the date on which
the employee's employment with the Participating Companies
terminates.
(b) Except as provided in Paragraph 8(c) of this Section 4,
a lump sum payment elected by an employee shall be paid to him as
soon as practicable after the later of January 1, 1987 or the
date his employment with the Participating Companies terminates.
(c) In the event of financial hardship or involuntary
termination of employment, a lump sum distribution may be elected
by an employee, with the consent of the Committee or
Participating Company Committee, at any time prior to the 3Oth
day following the employee's termination of employment, in which
case, the lump sum distribution shall be made as of the January 1
following the date on which such election is made.
<PAGE>8
(d) The amount of an employee's lump sum payment under the
Plan as of any date shall be determined on the basis of the
rates, tables and factors utilized to determine lump sum payments
under the Pension Plan as of that date.
(e) An election of a lump sum distribution may be rescinded
by an employee; provided, however, that any rescission after the
last date specified in Paragraph 8(a) of this Section 4 shall be
permitted only in the case of substantially changed circumstances
and only with the consent of the Committee or Participating
Company Committee.
(f) If an employee who has filed a lump sum election dies
prior to his retirement or other termination of employment, such
election shall be void. If an employee who has filed a lump sum
election dies after his retirement or other termination of
employment but prior to receipt of such payment, the lump sum
shall be paid to his estate as soon as practicable thereafter.
(g) A lump sum payment under this Section 4, Paragraph 8
shall be in lieu of all other benefits (including postretirement
ad hoc pension increases under Paragraph 3(c) of this Section 4)
otherwise payable to or on account of the employee under the
Plan.
(h) Any election under this Section 4, Paragraph 8 shall be
in such form as the Committee or Participating Company Committee
may require from time to time.
9. Change in Control. Notwithstanding any other provisions
of the Plan, if a Change in Control (as defined below) occurs,
then each employee's accrued benefit under the Plan shall be
fully vested. 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
<PAGE>9
Company's Board of Directors and entered into before the offeror
has become a beneficial owner of stock of the Company
representing 5% or more of the combined voting power of the
Company's then outstanding stock;
(b) a tender offer is made for the stock of the Company, and
the person making the offer owns or has accepted for payment
stock of the Company representing 20% or more of the total voting
power of the Company's then outstanding stock; provided, however,
that this paragraph (b) shall not apply to any tender offer made
pursuant to an agreement with the Company approved by the
Company's Board of Directors and entered into before the offeror
has become a beneficial owner of stock of the Company
representing 5% or more of the combined voting power of the
Company's then outstanding stock;
(c) during any period of 24 consecutive months there shall
cease to be a majority of the Board of Directors comprised as
follows: individuals who at the beginning of such period
constitute the Board of Directors and any new director(s) whose
election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election
or nomination for election was previously so approved; or
(d) the stockholders of the Company approve a merger or
consolidation of the Company with any other company other than:
(i) a merger or consolidation which would result in the
Company's voting stock outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
by being converted into voting stock of the surviving
entity) more than 70% of the combined voting power of the
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
<PAGE>10
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 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.
10. Pre-1987 Benefit Formula. Subject to the provisions of
Paragraph 7 of Section 4, if an employee's employment terminates
on or after December 31, 1986 his benefits under the Plan shall
not be less than the benefits to which he would have been
entitled if the terms of the Plan and the terms of the Pension
Plan as in effect on December 30, 1986 had continued in effect
through December 31, 1988.
SECTION 5. GENERAL PROVISIONS
1. Rights to Pensions or Benefits. Neither the action of the
Board of Directors in establishing this Plan nor any action
hereafter taken by the Board or the Committee or any
Participating Company or a Participating Company Committee shall
be construed as giving to an employee a right to be retained in
the service of any Participating Company or any right or claim to
any benefit after discharge from the service of any Participating
Company, unless the right to such benefit has accrued prior to
such discharge, and has not been or is not thereafter forfeited
under Section 4, Paragraph 7. No employee shall have any right to
a benefit unless he meets the conditions specified in Paragraph
2(a) of Section 4 of the Plan, nor any right against any
Participating Company to any benefit under the Plan other than
the amount to which the employee has theretofore become entitled
and which the Committee or a Participating Company Committee, as
applicable, has directed be paid to that employee under the Plan.
There shall be no eligibility for benefits in the case of an
individual who was at Fifth Level for any period during his term
of employment, but who is below Fifth Level at the time of his
retirement or termination, or for an individual who was hired or
rehired on or after November 18, 1981 or on or after January 1,
1984 under this or the Predecessor Plan as a full time employee
but who was reclassified thereafter to part-time for any period
of his term of employment.
2. Assignment or Alienation. Assignment or alienation of
benefits under this Plan will not be permitted or recognized
except as otherwise required by law.
<PAGE>11
3. Determination of Eligibility. In all questions to age and
service for eligibility for any benefit hereunder, or relating to
term of employment and rates of pay for determining benefits, the
decisions of the Committee or a Participating Company Committee,
as applicable, based upon this Plan and upon the records of the
Participating Company last employing such individual and insofar
as permitted by applicable law, shall be final.
4. Breaks in Service. For purposes of this Plan a break in
service shall be defined and treated in the same manner as is set
forth in the Pension Plan.
5. Leave of Absence. For purposes of this Plan, a leave of
absence shall be defined and administered in the same manner as
is set forth in the Pension Plan.
6. Method of Payment. Payments under this Plan shall be made
in the same manner as is set forth under the Pension Plan.
7. Amounts Accrued Prior to Death. Benefit amounts accrued
but not actually paid at the time of death of a former employee
or retiree shall be paid in accordance with the standards and
procedures set forth in the Pension Plan.
8. Payments to Others. Benefits payable to a former employee
or retiree unable to execute a proper receipt may be paid to
other person(s) in accordance with the standards and procedures
set forth in the Pension Plan.
9. Option During Disability. If an employee who has left the
service of a Participating Company has elected to continue
receiving Disability Benefits which he had been receiving prior
to his termination and to defer receiving pension payments under
the Pension Plan to which he is eligible, benefits under this
Plan shall be deferred until such time as the employee begins to
receive payments under the Pension Plan.
10. Multiple Participating Company Employment. If an
employee of the Company is also an employee of one or more other
Participating Companies, any benefit to which such employee may
become entitled under the Plan shall be computed on the basis of
the total combined pay which the employee is receiving from all
such companies, and shall be pro-rated among the companies on the
basis of the pay the employee was receiving from each company,
and the Participating Company or Companies, as applicable, shall
only pay its or their share thus determined. Any maximum or
minimum amounts fixed by the Plan for benefits shall apply to the
total amount payable by all companies and not to the portion
payable by a Participating Company or Companies.
<PAGE>12
11. Payments Under Law. In case any benefit, which the
Committee or Participating Company Committee, as applicable,
shall determine to be of the same general character as a payment
provided by the Plan, shall be payable under any law now in force
or hereafter enacted to an employee of a Participating Company,
the excess only, if any, of the amount prescribed in the Plan
above the amount of such payment prescribed by law shall be
payable under the Plan; provided, however, that no benefit
payable under this Plan shall be reduced by reason of any
governmental benefit or pension payable on account of military
service, or by reason of any benefit which the recipient would be
entitled to receive under the Social Security Act. In those
cases, where because of differences in the beneficiaries, or
differences in the time or methods of payment, or otherwise,
whether or not there is such excess is not ascertainable by mere
comparison but adjustments are necessary, the Committee or
Participating Company Committee, as applicable, has discretion to
determine whether or not in fact any such excess exists and to
make the adjustments necessary to carry out in a fair and
equitable manner the spirit of the provision for the payment of
such excess.
SECTION 6. INTERCHANGE OF BENEFIT OBLIGATIONS
The same transfer of service credit provisions contained in
interchange agreements presently in existence under the Pension
Plan, or as they may be amended from time to time, between the
Company, on behalf of all Participating Companies, and any
Interchange Company, shall apply to the transfer of service
credit for purposes of this Plan.
SECTION 7. PLAN MODIFICATION
The Company may in its sole discretion from time to time
make any changes in the Plan as it deems appropriate, and may
terminate the Plan, without notice to employees.
<PAGE>13
Schedule I
Mid-Career Pension Plan
Annual Maximum Percentage:
Hire Age Maximum
35 3.75%
36 4.50
37 5.25
38 6.00
39 6.75
40 7.50
41 8.25
42 9.00
43 9.75
44 10.50
45 11.25
46 or above 12.00
Exhibit 10dd-1
FIRST AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective
as of January 1, 1989)
________________________________
RESOLVED, that pursuant to the authority reserved to
American Information Technologies Corporation by the
provisions of the Ameritech Mid-Career Pension Plan (As
Amended and Restated Effective as of January 1, 1989) (the
"Plan"), the Plan is hereby amended effective January 17,
1990, by substituting the following for paragraphs (a), (b)
and (c) of Section 9:
"(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 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 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."
Exhibit 10dd-2
CERTIFICATE
I, Bruce B. Howat, hereby certify that I am the duly
elected, qualified and acting Secretary of American
Information Technologies Corporation, a Delaware corporation
(the "Company"); and hereby further certify that attached
hereto is a true and correct copy of the Second Amendment to
Ameritech Mid-Career Pension Plan and that such amendment
was approved and adopted by the Human Resources Committee of
the Board of Directors of the Company by unanimous written
consent effective as of February 1, 1990.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the seal of the Company this 5th day of March, 1990.
Seal
/s/ Bruce B. Howat
Secretary
SECOND AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective
as of January 1, 1989)
________________________________
RESOLVED, that pursuant to the authority reserved to
American Information Technologies Corporation by the
provisions of the Ameritech Mid-Career Pension Plan (As
Amended and Restated Effective as of January 1, 1989) (the
"Plan"), the Plan is hereby amended effective as of February
1, 1990, by substituting the following for Paragraph 8 of
Section 4:
"8. Lump Sum Settlement. In lieu of the benefit
otherwise payable under the Plan, an employee whose
employment with the Participating Companies terminates on or
after October 1, 1986, for reasons other than death,
disability or transfer to an Interchange Company, may elect
to receive a lump sum payment of the present value of the
aggregate amount of all such benefits to which he would
otherwise be entitled, subject to the following:
(a) Except as provided in Paragraph 8(c) or 8(d) of
this Section 4, an election of a lump sum payment must be
filed with the Committee or Participating Company Committee
no later than the later of November 1, 1986 or one year
prior to the date on which the employee's employment with
the Participating Companies terminates.
(b) Except as provided in Paragraph 8(c) of this
Section 4, a lump sum payment elected by an employee shall
be paid to him as soon as practicable after the later of
January 1, 1987 or the date his employment with the
Participating Companies terminates.
(c) In the event of financial hardship or involuntary
termination of employment, a lump sum distribution may be
elected by an employee, with the consent of the Committee or
Participating Company Committee, at any time prior to the
3Oth day following the employee's termination of employment,
in which case, the lump sum distribution shall be made as of
the January 1 following the date on which such election is
made.
(d) In the event of a limited program of voluntary or
involuntary terminations of employment initiated by a
Participating Company to achieve a specific force reduction,
a lump sum distribution may be elected by an employee whose
employment is terminated under such program, with the
consent of the Committee or Participating Company Committee,
at any time after the announcement of such program and
before the date of such employee's termination of
employment.
(e) The amount of an employee's lump sum payment under the
Plan as of any date shall be determined on the basis of the
rates, tables and factors utilized to determine lump sum payments
under the Pension Plan as of that date.
(f) An election of a lump sum distribution may be rescinded
by an employee; provided, however, that any rescission after the
last date specified in Paragraph 8(a) of this Section 4 shall be
permitted only in the case of substantially changed circumstances
and only with the consent of the Committee or Participating
Company Committee.
(g) If an employee who has filed a lump sum election dies
prior to his retirement or other termination of employment, such
election shall be void. If an employee who has filed a lump sum
election dies after his retirement or other termination of
employment but prior to receipt of such payment, the lump sum
shall be paid to his estate as soon as practicable thereafter.
(h) A lump sum payment under this Section 4, Paragraph 8
shall be in lieu of all other benefits (including post-retirement
ad hoc pension increases under Paragraph 3(c) of this Section 4)
otherwise payable to or on account of the employee under the
Plan.
(i) Any election under this Section 4, Paragraph 8 shall be
in such form as the Committee or Participating Company Committee
may require from time to time."
Exhibit 10dd-3
THIRD AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective
as of January 1, 1989)
RESOLVED that, pursuant to the authority granted to
this Committee, the Ameritech Mid-Career Pension Plan (As
Amended and Restated Effective as of January 1, 1989) (the
"Plan"), is hereby amended effective as of July 1, 1990:
1. By substituting the following for Paragraphs 8(a),
(b), (e) and (f) of Section 4:
"(a) Except as provided in Paragraph 8(c) or 8(d)
of this Section 4, an election of a lump sum payment
must be filed no later than thirty (30) days prior to
the date on which the employee's employment with the
Participating Companies terminates.
(b) Except as provided in Paragraphs 8(c) and 8(d)
of this Section 4, a lump sum payment elected by an
employee shall be paid to him as soon as practicable
after the later of the date his employment with the
Participating Companies terminates or the one-year
anniversary date of his election.
(e) The amount of an employee's lump sum payment
under the Plan shall be determined on the basis of the
rates, tables and factors utilized to determine lump
sum payments under the Pension Plan as of the date of
the employee's termination of employment or, in the
case of an employee making an election under Paragraph
8(c) of this Section 4, as of the date the lump sum
distribution is made under Paragraph 8(c).
(f) An election of a lump sum distribution may be
rescinded by an employee; provided, however, that any
rescission after the date thirty (30) days prior to the
employee's termination of employment shall be permitted
only in the case of substantially changed circumstances
and only with the consent of the Committee or
Participating Company Committee."
2. By adding the following sentence at the end of
Paragraph 8(d) of Section 4:
"In such case, the lump sum distribution shall be
paid to the employee as soon as practicable after the
date his employment with the Participating Companies
terminates."
I, Roy E. Leet, Secretary of the Ameritech Employees'
Benefit Committee, hereby certify that the foregoing is a correct
copy of a resolution adopted by the Ameritech Employees' Benefit
Committee on July 2, 1990, and that the resolution has not been
changed or repealed.
/s/ Roy E. Leet
Secretary
Exhibit 10dd-4
FOURTH AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective
as of January 1, 1989)
RESOLVED, that pursuant to the authority granted to this
Committee, the Ameritech Mid-Career Pension Plan (As Amended and
Restated Effective as of January 1, 1989) (the "Plan"), is hereby
amended effective as of January 1, 1991 by substituting a
semicolon for the period at the end of Paragraph 3(a) of Section
4 of the Plan and by adding the following as the final clause of
the sentence which constitutes Paragraph 3(a) of Section 4 of the
Plan: "; and, provided further, that solely for the purpose of
determining the Final Average Compensation under the Plan of any
employee who is Fifth Level or its equivalent at the time of such
determination, there shall be included in his Final Average
Compensation any incentive compensation or bonus deferred by such
employee under the Ameritech Senior Management Supplemental
Savings and Deferral Plan for any period included in such
employee's Final Average Compensation calculation period under
the Pension Plan."
I, Roy E. Leet, Secretary of the Ameritech Benefit Plan
Committee, hereby certify that the foregoing is a correct copy of
a resolution adopted by the Ameritech Benefit Plan Committee on
December 19, 1991, and that the resolution has not been changed
or repealed.
/s/ Roy E. Leet
Secretary
Exhibit 10dd-5
FIFTH AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective
as of January 1, 1989)
RESOLVED, that the Ameritech Mid-Career Pension Plan
(As Amended and Restated Effective as of January 1, 1989)
(the "Plan"), is hereby amended by adding the following as
Supplement A to the Plan, effective as of the date or dates
indicated therein:
"SUPPLEMENT A
TO
AMERITECH MID-CAREER PENSION PLAN
Anything in the Plan to the contrary notwithstanding
(A) any Eligible Employee (as that term is defined in
Supplement G of the Pension Plan) who terminates employment
between September 24, 1991 and December 30, 1991, who is
eligible for a deferred vested pension under Paragraph l(b)
of Section 4 of the Pension Plan and who elects under
Paragraph 8 of Section 4 of the Plan to receive a lump sum
payment of any benefits to which he would otherwise be
entitled under the Plan, or (B) any Eligible Employee (as
that term is defined in Supplement G of the Pension Plan)
who retires between December 15, 1991 and December 30, 1991,
who is eligible for a service pension under Paragraph l(a)
of Section 4 of the Pension Plan and who elects under
Paragraph 8 of Section 4 of the Plan to receive a lump sum
payment of any benefits to which he would otherwise be
entitled under the Plan, shall be entitled to make such
election in writing under Paragraph 8 of Section 4 of the
Plan no later than December 10, 1991, in lieu of the
election date or dates otherwise specified with respect to
such Eligible Employee in Paragraph 8 of Section 4 of the
Plan."
Exhibit 10dd-6
SIXTH AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective as of January 1, 1989)
RESOLVED, that the Ameritech Mid-Career Pension Plan
(As Amended and Restated Effective as of January 1, 1989)
(the "Plan") is hereby amended by adding the following as
Supplement B to the Plan effective as of the date or dates
indicated therein:
"SUPPLEMENT B
TO
AMERITECH MID-CAREER PENSION PLAN
Application: B-1. This Supplement B to the Ameritech Mid-
Career Pension Plan (the "Plan") is
applicable to each Participant in the Plan
who is an Eligible Employee as defined in
Paragraph 2(m) of Section 4 of the Pension
Plan (an "Affected Participant") and who
satisfies the conditions described below.
Definitions: B-2. Unless the context clearly implies or
indicates to the contrary, a word, term or
phrase used or defined in the Plan is
similarly used or defined for purposes of
this Supplement B.
Special 1992-93 Deferred
Vested Pension
Adjustment: B-3. Any Affected Participant who terminates
employment on or after July 31, 1992 and on
or before March 31, 1993 and who is then
under normal retirement age as defined in
Subparagraph 1(f) of Section 4 of the Pension
Plan and who then receives an increase in his
deferred vested pension under Subparagraph
2(m)(iii) of Section 4 of the Pension Plan
shall also have his benefits under the Plan
increased by multiplying the percentage from
the attached Table A for the Affected
Participant's age in years and completed
months at termination of employment by the
Affected Participant's previously calculated
Plan benefits whether in monthly or lump sum
form and adding the amount obtained by such
calculation to the Affected Participant's
previously calculated Plan benefits.
[PJW0223.DOC]
Exhibit 10dd-7
SEVENTH AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective as of January 1, 1989)
RESOLVED, that pursuant to the authority granted to
this Committee, the Ameritech Mid-Career Pension Plan (As
Amended and Restated Effective as of January 1, 1989) (the
"Plan"), is hereby amended effective as of August 18, 1993,
to delete the term "30th" from Paragraph 8(c) of Section 4
of the Plan and to substitute therefor the term "60th".
[PJW0427.DOC]
Exhibit 10dd-8
EIGHTH AMENDMENT
TO
AMERITECH MID-CAREER PENSION PLAN
(As Amended and Restated Effective as of January 1, 1989)
RESOLVED, that pursuant to the authority granted to
this Committee, the Ameritech Mid-Career Pension Plan (As
Amended and Restated Effective as of January 1, 1989) (the
"Plan") is hereby amended effective as of January 1, 1995,
as follows:
1. To delete Paragraph 8 (a) of Section 4 in its entirety
and to substitute the following therefor:
"(a) An election of a lump sum payment must be
filed with the Committee by the later of (i) sixty
(60) days after the date on which the employee
terminates employment with the Participating
Companies or (ii) sixty (60) days after the date
on which the employee is notified of his right to
elect a lump sum under the Plan. A lump sum
payment timely elected by an employee shall be
paid to him no earlier than ninety (90) days after
the date on which the employee terminates
employment with the Participating Companies.
If an employee fails to make a timely election of
a lump sum payment, his benefits shall be paid to
him, in lump sum form, beginning no earlier than
ninety (90) days after the later of (i) the date
on which the employee terminates employment with
the Participating Companies or (ii) the date on
which the Participant is notified of his right to
elect a lump sum under the Plan."
2. To delete Paragraphs 8(b), 8(c) and 8(d) of Section 4
in their entirety and to renumber Paragraphs 8(e),
8(f), 8(g), 8(h) and 8(i) of Section 4 as paragraphs
8(b), 8(c), 8(d), 8(e) and 8(f);
3. To delete the following phrase from newly renumbered
Paragraph 8(b) of Section 4: "or, in the case of an
employee making an election under Paragraph 8(c) of
this Section 4, as of the date the lump sum
distribution is made under Paragraph 8(c)."
4. To delete newly renumbered Paragraph 8(c) of Section 4
in its entirety and to substitute the following
therefor:
"(c) An employee may rescind the election of a lump sum
distribution at any time up to and including the
date as of which the employee could have elected a
lump sum payment under Paragraph 8(a) of this
Section 4."
I, /s/ Harry A. Malone, Secretary of the Ameritech Benefit
Plan Committee, hereby certify that the foregoing is a
correct copy of a resolution adopted by the Ameritech
Benefit Plan Committee on 2/15/95, and that the
resolution has not been changed or repealed.
/s/ H. A. Malone
Secretary
[PJW0753a.DOC]
