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                                                                   Exhibit 10.9


                        FORM OF AT&T LATIN AMERICA 2OOO
                            LONG TERM INCENTIVE PLAN

                AT&T LATIN AMERICA 2000 LONG TERM INCENTIVE PLAN

                                    ARTICLE I

                                    PURPOSES

         The purposes of the AT&T LATIN AMERICA 2000 Long Term Incentive Plan,
as the same may be amended from time to time (the "PLAN"), are to encourage
selected key employees of AT&T Latin America Corporation, a Delaware corporation
(the "COMPANY"), and its Affiliates to acquire a proprietary and vested interest
in the growth and performance of the Company, to generate an increased incentive
to contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of share owners, and to enhance the ability
of the Company and its Affiliates to attract and retain individuals of
exceptional managerial talent upon whom, in large measure, the sustained
progress, growth and profitability of the Company depends.

                                   ARTICLE II

                                   DEFINITIONS

         SECTION 1. CERTAIN DEFINITIONS. Capitalized terms used herein without
definition shall have the respective meanings set forth below:

         "AFFILIATE" means (i) any Person that directly, or through one or more
intermediaries, controls, or is controlled by, or is under common control with,
another Person or (ii) any Person in which the Company or any of its Affiliates
(as defined in clause (i) to this definition of Affiliate) has a significant
equity interest, as reasonably determined by the Committee. "Control" (including
the terms "CONTROLLED by" and "UNDER COMMON CONTROL WITH") means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management policies of a Person, whether through the ownership of voting
securities, by contract or credit agreement, as trustee or executor, partner,
joint-venturor or otherwise. For purposes hereof, AT&T Corp., a New York
corporation ("AT&T CORP.") and its Affiliates shall be deemed to be Affiliates
of the Company.

         "AWARD" means any Option, Stock Appreciation Right, Restricted Stock,
Restricted Unit, Performance Stock, Performance Unit, Deferred Stock Unit, Cash
Performance Bonus, Dividend Equivalent, Other Stock Unit Award, or any other
right, interest, or option relating to Shares or other securities of the Company
granted pursuant to the provisions of the Plan, including Awards combining two
or more types of Awards in a single grant.

         "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award granted by the Committee hereunder
and signed by both the Company and the Participant.



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         "BOARD" means the Board of Directors of the Company.

         "CHANGE OF CONTROL" means the first occurrence of any of the following
events:

               (i) the members of the Board at the beginning of any consecutive
      twenty-four calendar month period (the "INCUMBENT DIRECTORS") cease for
      any reason other than due to death or disability to constitute at least a
      majority of the members of the Board, provided that any director whose
      election, or nomination for election by the Company's stockholders, was
      approved by a vote of at least a majority of the members of the Board then
      still in office who are Incumbent Directors other than as a result of a
      proxy contest, or any agreement arising out of an actual or threatened
      proxy contest, shall be treated as an Incumbent Director; or

               (ii) any "person," including a "group" (as such terms are used in
      Sections 13(d) and 14(d)(2) of the Act), but excluding the Company, any of
      its Affiliates or any employee benefit plan of the Company or any of its
      Affiliates, becomes the "beneficial owner" (as defined in Rule 13(d)-3
      under the Act), directly or indirectly, of securities of the Company
      representing more than the greater of (a) 35% of the combined voting power
      of the Company's then outstanding securities or (b) the percentage of the
      combined voting power held by AT&T Corp. or any of its Affiliates of the
      Company's outstanding securities (before or after such acquisition), other
      than pursuant to a tender offer or exchange offer initiated by AT&T Corp.,
      the Company or any of their respective Affiliates; or

               (iii) the stockholders of the Company shall approve a definitive
      agreement for the merger or other business combination of the Company with
      or into, or the sale or other disposition of all or substantially all of
      the assets of the Company to, another Person (a) that is not an Affiliate
      of the Company or AT&T Corp. (after giving effect to such transaction) or
      (b) a majority of the directors of which were not directors of the Company
      immediately prior to such transaction and in which the stockholders of the
      Company immediately prior to the effective date of such transaction own a
      percentage of the voting power in such Person that is less than one-half
      of the percentage of the voting power they owned in the Company
      immediately prior to such transaction, in each case other than pursuant to
      a tender offer or exchange offer initiated by AT&T Corp., the Company or
      any of their respective Affiliates, and provided that such transaction
      shall have been consummated.




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         Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to occur in the event the Company files for bankruptcy, liquidation or
reorganization under the United States Bankruptcy Code.

         "CLOSING" has the meaning assigned to it in the Agreement and Plan of
Merger, dated November 1, 1999, among AT&T Corp., the Company and others (the
"MERGER AGREEMENT").

         "COMMITTEE" means the Compensation Committee of the Board, or when
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the "CODE") or Rule 16b promulgated under the Securities
Exchange Act of 1934, as amended (the "ACT") would require action to be taken by
a committee of "outside directors" or "Non-Employee Directors," as the case may
be, the "Committee" shall be deemed to refer to a subcommittee of the
Compensation Committee that consists of two or more members meeting such
requirements, or the full Board in the absence of such a subcommittee.

         "COVERED EMPLOYEE" means any Participant who is described as a Covered
Employee of the Company as set forth in Section 162(m) of the Code and any other
individual who the Board or Committee reasonably believes may become a Covered
Employee.

         "FAIR MARKET VALUE" means, as of any date of determination, the average
of the high and low prices of a Share on the NASDAQ (or on such other recognized
market or quotation system on which the trading prices of Common Stock are
traded or quoted at the relevant time). In the event that there are no Common
Stock transactions reported on such exchange or system on such date, Fair Market
Value shall mean the closing price of a Share on the immediately preceding day
on which Common Stock transactions were so reported.

         "PARTICIPANT" means any employee of the Company or any of its
Affiliates (an "EMPLOYEE"), or any director, or prospective Employee of, or any
consultant or contractor to, the Company or any of its Affiliates designated by
the Committee to receive an Award under the Plan.

         "PERFORMANCE PERIOD," with respect to each Award, means each calendar
year or multi-year cycle as determined by the Committee.

         "PERFORMANCE RESTRICTION," with respect to each Award, means the
performance objectives set by the Committee (in its sole and absolute
discretion) against which the Committee (in its sole and absolute discretion)
shall judge a Participant's and the Company's performance for purposes of
determining the vesting or payment of, or lapse




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of any restrictions with respect to, any Award under the Plan. The performance
objectives may, but are not required to, include EBITDA targets, cash generation
targets, profits, revenue and market share targets, profitability targets as
measured through return ratios, shareholder returns and economic value added or
similar measure of economic profit. The performance objectives may be measured
on an absolute basis versus predetermined targets, or a relative basis versus
peer companies or an external index.

         "PERSON" means any individual, corporation, partnership, association,
joint-stock company, joint-venture, trust, unincorporated organization, or
government or political subdivision thereof.

         "QUALIFYING TERMINATION OF EMPLOYMENT" means a termination of a
Participant's employment with the Company or any of its Affiliates by reason of
the Participant's (i) death, (ii) total disability within the meaning of any
long-term disability plan maintained for the benefit of the Participant or, if
the Participant is not covered by such a disability plan, as determined by the
Committee, (iii) normal retirement at the earlier of age 55 and 10 years of
service with the Company or any of its Affiliates or age 65 or (iv) earlier
termination of employment as determined by the Committee to qualify as a
Qualifying Termination of Employment.

         "SHARES" mean the shares of Class A common stock of the Company, par
value $.0001 per share ("COMMON STOCK") and such other securities of the Company
as the Committee may from time to time determine.

         SECTION 2. GENDER AND NUMBER. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

                                   ARTICLE III

                             POWERS OF THE COMMITTEE

         SECTION 1. ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee shall have the responsibility of (i) construing and
interpreting the Plan (and any instrument or agreement entered into under the
Plan) and (i) establishing and amending such rules and regulations and making
any other determination and taking any other action that it may deem necessary
or desirable for the proper administration of the Plan. Any decision or action
taken or to be taken by the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan and of its
rules and regulations, shall, to the greatest extent permitted by applicable
law, be within its absolute discretion (except as otherwise specifically
provided herein) and shall




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be conclusive and binding upon the Company and its Affiliates, all Participants
and any person claiming under or through any Participant. No term of this Plan
relating to ISOs shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify the Plan under section 422 of the Code.

         SECTION 2. POWER TO GRANT. The Committee shall have full power and
authority, subject to such orders or resolutions not inconsistent with the
provisions of the Plan as may from time to time be adopted by the Board, to: (i)
select the Participants to whom Awards may from time to time be granted
hereunder; (ii) determine the type or types of Award to be granted to each
Participant hereunder; (iii) determine the number of Shares to be covered by
each Award granted hereunder; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder;
(v) determine whether, to what extent and under what circumstances Awards may be
settled in cash, Shares or other property or cancelled or suspended; and (vi)
determine whether, to what extent and under what circumstances cash, Shares and
other property and other amounts payable with respect to an Award under this
Plan shall be deferred either automatically or at the election of the
Participant. The Committee may establish different terms and conditions for
different types of Awards, for different Participants receiving the same type of
Award and for the same Participant for each Award such Participant may receive,
whether or not granted at different times.

         SECTION 3. LIMITATION OF POWER TO GRANT. The maximum number of shares
with respect to which Options, Stock Appreciation Rights, Performance Stock,
Performance Units, and Other Stock Unit Awards (in the aggregate, and with
respect to each type of Award) may be granted to any one Covered Employee in any
calendar year shall be 3,000,000. Notwithstanding the forgoing, in connection
with the hiring of any Person who is or becomes a Covered Employee, the
Committee may grant an Award without regard to the limit imposed by the previous
sentence.

         SECTION 4. DELEGATION BY THE COMMITTEE. The Committee may delegate its
authority under this Plan; PROVIDED that the Committee shall in no event
delegate its authority with respect to the compensation of Covered Employees.

                                   ARTICLE IV

                              STOCK SUBJECT TO PLAN

         SECTION 1. NUMBER. Subject to adjustment as provided in Section 2 of
this Article, the total number of Shares available for grant under the Plan
shall be fifteen percent (15%) of the total outstanding Shares upon the Closing;
PROVIDED that on each January first between the fifth and tenth years in which
the Plan is in effect such number



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shall be increased by three percent (3%) of the total outstanding Shares as of
December 31st of the preceding year. In addition, any Shares issued by the
Company through the assumption or substitution of outstanding grants from an
acquired company shall not reduce the shares available for grants under the
Plan. Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any Shares subject to any
Award granted hereunder are forfeited or such Award otherwise terminates without
the issuance of such Shares or of other consideration in lieu of such Shares,
the Shares subject to such Award, to the extent of any such forfeiture or
termination, shall again be available for grant under the Plan. If a Participant
tenders shares to exercise any Award, or if the Company withholds Shares to pay
any withholding taxes, only the net number of Shares issued to the Participant
shall be counted against the number of Shares reserved for Awards under the
Plan.

         SECTION 2. ADJUSTMENT IN CAPITALIZATION. In the event of any stock
dividend, stock split, share combination, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares or other similar event affecting the Common
Stock of the Company (an "ADJUSTMENT EVENT") such that an adjustment is required
to preserve, or to prevent enlargement of, the benefits or potential benefits
made available under this Plan, then the Committee shall, in such manner as the
Committee shall deem equitable, adjust any or all of (i) the number and kind of
Shares which thereafter may be awarded or optioned and sold under the Plan
(including, without termination, adjusting the limits on the number and types of
certain Awards that may be made under the Plan), (ii) the number and kinds of
Shares subject to Awards and (iii) the grant, exercise or conversion price with
respect to any of the foregoing. In addition, the Committee may make provisions
for a cash payment to a Participant or a person who has an outstanding Award.
The number of Shares subject to any Award shall always be a whole number.

                                    ARTICLE V

                                     AWARDS

         SECTION 1. GRANT OF OPTIONS. (a) The Committee shall have the power to
grant options representing the right to purchase Common Stock at a stated price
for a specified period of time ("OPTIONS") that are "incentive stock options"
within the meaning of section 422 of the Code ("ISOs") or that are non-statutory
stock options ("NSOs") to any Participant and to determine (i) the number of
ISOs and the number of NSOs to be granted to each Participant and (ii) the other
terms and conditions of such Awards. An Option shall be an NSO unless otherwise
specified by the Committee at the time of grant. Nothing in this Plan to the
contrary, the terms and conditions of ISOs shall be in compliance with Section
422 of the Code. Each Option shall be evidenced by an Award




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Agreement that shall specify (i) the type of Option granted, (ii) the number of
Shares to which the Option pertains, (iii) the exercise price, (iv) the period
in which the Option shall vest and may be exercised and (v) such terms and
conditions not inconsistent with the Plan as the Committee shall determine.

         (b) EXERCISE PRICE AND EXERCISABILITY. Unless otherwise determined by
the Committee, Options granted pursuant to the Plan shall have an exercise price
that is not less than the Fair Market Value of a Share on the date the Option is
granted. The Committee shall determine the times at which Options shall vest and
may be exercised. Notwithstanding the foregoing, no Option shall be exercisable
for more than 10 years after the date on which it is granted.

         (c) RELOAD OPTIONS. The Committee may provide that a Participant (or,
if applicable, his or her Permitted Transferee (as defined below)) who delivers
Shares that have been owned by such Participant (or Permitted Transferee) for
any minimum period of time specified by the Committee to exercise an Option
(when the Fair Market Value of Common Stock exceeds the exercise price of such
Option) will automatically be granted new Options ("RELOAD OPTIONS") for a
number of Shares equal to the number of Shares so delivered. Unless the
Committee determines otherwise, such Reload Options will be subject to the same
terms and conditions (including the same expiration date) as the related Option
except (i) that the exercise price shall initially be equal to the Fair Market
Value of a Share on the date such Reload Option is granted and (ii) such Reload
Option shall not be exercisable prior to the six month anniversary of the date
of grant and, thereafter, shall be exercisable in full.

         (d) BUYOUT. The Committee may at any time offer to buy out an Option
previously granted for a payment in cash, based on such terms and conditions as
the Committee shall establish and communicate to the optionee at the time that
such offer is made.

         SECTION 2. GRANT OF STOCK APPRECIATION RIGHTS ("SARs"). (a) The
Committee shall have the power to grant SARs, either alone or in addition to
other Awards, and to determine (i) the number of SARs to be granted to each
Participant and (ii) the other terms and conditions of such Awards. Each SAR
shall be evidenced by an Award Agreement that shall specify (i) the number of
Shares to which the SAR pertains, (ii) the reference price, (iii) the period in
which the SAR may be exercised and, (iv) such terms and conditions not
inconsistent with the Plan as the Committee shall determine.

         (b) REFERENCE PRICE AND EXERCISABILITY. Unless otherwise determined by
the Committee, SARs granted pursuant to the Plan shall have a reference price
that is not less than the Fair Market Value of a Share on the date the SAR is
granted. The Committee




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shall determine the times at which SARs shall vest and may be exercised.
Notwithstanding the foregoing, no SAR shall be exercisable for more than 10
years after the date on which it is granted.

         SECTION 3. GRANT OF RESTRICTED STOCK AND RESTRICTED UNITS. (a) The
Committee shall have the power to grant an award of Common Stock that is
forfeitable by the Participant until the completion of a specified period of
future service or until otherwise determined by the Committee ("RESTRICTED
STOCK") or a contractual right to receive Common Stock (or cash based on the
Fair Market Value of Common Stock) that is forfeitable by the Participant until
the completion of a specified period of future service or until otherwise
determined by the Committee ("RESTRICTED UNITS") to any Participant and to
determine (i) the number of Shares of Restricted Stock and the number of
Restricted Units to be granted to each Participant, (ii) the period(s) during
which a Restricted Stock or Restricted Unit is subject to forfeiture (the
"RESTRICTION PERIOD") and (iii) the other terms and conditions of such Awards.
The Committee may require that the stock certificates evidencing any Restricted
Stock be held in the custody of the Secretary of the Company until the
Restriction Period lapses, and that, as a condition of any Restricted Stock
award, the Participant shall have delivered a stock power, endorsed in blank,
relating to the Share covered by such award. Each grant of Restricted Stock or
Restricted Units shall be evidenced by an Award Agreement setting forth the
terms of such Award.

         (b) VESTING OF RESTRICTED STOCK AND RESTRICTED UNITS. At or after the
date of grant, the Committee shall determine when Restricted Stock or Restricted
Units shall vest and become nonforfeitable and the Restriction Period with
respect to such Restricted Stock or Restricted Units shall lapse.

         SECTION 4. GRANT OF PERFORMANCE STOCK AND PERFORMANCE UNITS. (a) The
Committee shall have the authority to grant an award of Common Stock that is
forfeitable until completion of specified performance criteria ("PERFORMANCE
STOCK") or a contractual right to receive Common Stock (or cash based on the
Fair Market Value of Common Stock) until the completion of specified performance
criteria ("PERFORMANCE UNITS") to any Participant and to determine (i) the
number of Performance Stock and the number of Performance Units to be granted to
each Participant, (ii) the restrictions pursuant to which such Award is subject
to forfeiture by reason of the Performance Restriction established by the
Committee not being met in whole or in part and (iii) the other terms and
conditions of such Awards. Each grant of Performance Stock or Performance Units
shall be evidenced by an Award Agreement setting forth the terms of such Award.





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         (b) PERFORMANCE RESTRICTION. (i) Unless the Committee otherwise
determines, before or within 90 days after each Performance Period begins, the
Committee shall establish in writing the performance objective or objectives for
the applicable Performance Period that must be satisfied in order for an Award
to be vested and nonforfeitable.

         (ii) The Performance Restriction related to Performance Stock or
Performance Units shall lapse upon the written determination by the Committee
that the objective or objectives for the applicable Performance Period have been
attained, in whole or in part. The Committee may provide at the time of grant or
thereafter that in the event the objective or objectives are attained in whole
or in part, a portion (which may be zero) of the Award shall vest and become
nonforfeitable and the remaining portion shall be forfeited.

         (c) COVERED EMPLOYEES. Notwithstanding anything in this Section to the
contrary, with respect to Covered Employees, Awards granted pursuant to this
Section shall be subject to the requirements and limitations of Section 162(m)
of the Code.

         SECTION 5. GRANT OF DEFERRED STOCK UNITS. (a) The Committee shall have
the authority to grant deferred stock units that confer upon a Participant the
right to receive shares of Common Stock at the end of a specified deferral
period (the "DEFERRED STOCK UNITS") to any Participant and to determine (i) the
number of Deferred Stock Units granted to each Participant, (ii) the date such
Deferred Stock Units shall become vested and (iii) the date such Deferred Stock
Units will be payable to the Participant. In addition, on such date or dates as
shall be established by the Committee and subject to such terms and conditions
as the Committee shall determine, a Participant may be permitted to elect to
defer receipt of all or a portion of his annual compensation and/or Cash
Performance Bonus (as defined below) ("DEFERRED AMOUNT") payable by the Company
or any of its Affiliates and receive in lieu thereof a number of Deferred Stock
Units equal to the greatest whole number which may be obtained by dividing (i)
the Deferred Amount by (ii) the Fair Market Value of a Share on the date such
compensation or bonus would otherwise have been payable to the Participant. No
Shares will be issued at the time an award of Deferred Stock Units is made and
the Company shall not be required to set aside a fund for the payment of any
such award. The Company will establish a separate account for the Participant
and will record in such account the number of Deferred Stock Units awarded to
the Participant. To the extent the Committee so determines, a Participant who
elects to defer receipt of his or her compensation or Cash Performance Bonus and
receive Deferred Stock Units shall receive that number of supplemental Deferred
Stock Units ("SUPPLEMENTAL UNITS") equal to the greatest whole number which may
be obtained by dividing (i) such percentage of the Deferred Amount




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as is determined by the Committee by (ii) the Fair Market Value of a Share on
the date of grant. Each grant of Deferred Stock Units and Supplemental Units
shall be evidenced by an Award Agreement setting forth the terms of such Award.

         (b) VESTING OF DEFERRED STOCK UNITS AND SUPPLEMENTAL UNITS. Deferred
Stock Units attributable to Deferred Amounts shall be fully vested at all times.
The Committee shall determine at or after the date of grant, whether and to what
extent the Deferred Stock Units not attributable to Deferred Amounts and the
Supplemental Units shall become vested.

         SECTION 6. CASH PERFORMANCE BONUS. (a) PERFORMANCE RESTRICTION. With
respect to Covered Employees, before or within 90 days after each Performance
Period begins (or such other time-frame as may be required or permitted under
Section 162(m), if applicable), the Committee shall establish in writing the
performance objective or objectives for the applicable Performance Period that
must be satisfied in order for a Covered Employee to receive a cash performance
bonus (the "CASH PERFORMANCE BONUS").

         (b) MAXIMUM AMOUNT PAYABLE. If the Committee certifies in writing that
any of the performance objectives established for the relevant Performance
Period under this Section have been satisfied, the Committee may, in its
discretion, award to a Covered Employee who is employed by the Company or any of
its Affiliates as of the last day of the Performance Period for which a Cash
Performance Bonus is payable, up to a maximum of $2,000,000 times the number of
years in the Performance Period.

         (c) TERMINATION OF EMPLOYMENT. Unless the Committee otherwise
determines, in the event that a Covered Employee's employment terminates by
reason of a Qualifying Termination of Employment prior to the last day of the
Performance Period for which a Cash Performance Bonus is payable, such Covered
Employee shall receive a Cash Performance Bonus equal to the Cash Performance
Bonus that would otherwise have been payable to such Covered Employee had such
Covered Employee not terminated employment in such Performance Period multiplied
by a fraction, the numerator of which is the number of days that have elapsed
during the Performance Period in which termination of employment occurs prior to
and including the date of the Covered Employee's termination of employment and
the denominator of which is the number of days in the Performance Period. Unless
otherwise determined by the Committee, a Covered Employee shall not receive a
Cash Performance Bonus in the event a Covered Employee's employment terminates
for any reason other than a Qualifying Termination of Employment.




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         (d) NEGATIVE DISCRETION. Notwithstanding anything else contained in
this Section to the contrary, the Committee shall have the right, in its
absolute discretion, (i) to reduce or eliminate the amount otherwise payable to
any Covered Employee under this Section based on individual performance or any
other factors that the Committee, in its discretion, shall deem appropriate and
(ii) to establish rules and procedures that have the effect of limiting the
amount payable to each Covered Employee to an amount that is less than the
maximum amount otherwise authorized under this Section.

         (e) PAYMENT. Unless the Committee determines otherwise, payment of any
Cash Performance Bonus amount determined under this Section shall be made to
each Participant as soon as practicable after the Committee certifies that one
or more of the applicable performance objectives have been obtained.

         SECTION 7. OTHER STOCK UNIT AWARDS. Other Awards of Shares and other
Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or other property may be granted hereunder to Participants,
either alone or in addition to other Awards granted under the Plan. Other Stock
Unit Awards may be paid in Shares, cash or any other form of property as the
Committee shall determine ("OTHER STOCK UNIT AWARDS"). The provisions of Other
Stock Unit Awards shall be determined by the Committee in its sole and absolute
discretion and need not be the same with respect to each recipient. Shares
(including securities convertible into Shares) granted under this Section may be
issued for no cash consideration or for such minimum consideration as may be
required by applicable law; Shares (including securities convertible into
Shares) purchased pursuant to a purchase right awarded under this Section shall
be purchased for such consideration as the Committee shall in its sole
discretion determine.

                                   ARTICLE VI

                                CHANGE OF CONTROL

         SECTION 1. ACCELERATED AWARDS. Unless otherwise determined by the
Committee, in the event of a Change of Control (as defined below), (i) each
Option shall be fully vested and exercisable, regardless of the vesting schedule
otherwise applicable to such Option, (ii) the Performance Restriction objectives
will be deemed to have been met and a pro-rata portion (equal to a fraction, the
numerator of which is the number of days that have elapsed during the
Performance Period in which the Change of Control occurs prior to and including
the date of the Change of Control and the denominator of which is the number of
days in the Performance Period) of each Award subject to such Performance
Restriction shall vest or become payable, as the case may be and (iii) all other
Awards



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shall become nonforfeitable and be immediately transferable or payable, as the
case may be.

         SECTION 2. ALTERNATIVE AWARDS. Notwithstanding, Section 1 of this
Article, no acceleration of exercisability, vesting, or other payment shall
occur with respect to any Award or any class of Awards if the Committee
reasonably determines in good faith prior to the occurrence of a Change of
Control that such Award or Awards shall be honored or assumed, or new rights
substituted therefore (such honored, assumed or substituted award an
"ALTERNATIVE AWARD"), by a Participant's employer (or the parent or a subsidiary
of such employer) immediately following the Change of Control, PROVIDED that any
such Alternative Award must:

               (i) be based on stock which is traded on an established
      securities market, or which will be so traded within 60 days of the Change
      of Control;

               (ii) provide such Participant (or each Participant in a class of
      Participants) with rights and entitlements substantially equivalent to or
      better than the rights, terms and conditions applicable under such Award,
      including, but not limited to, an identical or better exercise or vesting
      schedule and identical or better timing and methods of payment;

               (iii) have substantially equivalent economic value to such Award
      (determined at the time of the Change of Control); or

               (iv) have terms and conditions which provide that in the event
      that the Participant's employment is involuntarily terminated or
      constructively terminated, in each case within eighteen (18) months of the
      Change of Control (except if such Participant's employment is terminated
      for "Cause" as defined in the applicable Award Agreement), any conditions
      on a Participant's rights under, or any restrictions on transfer or
      exercisability applicable to, each such Alternative Award shall be waived
      or shall lapse, as the case may be.

For this purpose, a "constructive termination" shall mean a termination by a
Participant following a material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a material reduction in the
Participant's responsibilities, in either case without the Participant's written
consent.




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                                   ARTICLE VII

                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

         SECTION 1. POWER OF THE BOARD. The Board at any time may terminate or
suspend the Plan, and from time to time may amend or modify the Plan, PROVIDED
that no amendment, modification, or termination of the Plan shall in any manner
(i) adversely affect any Award theretofore granted under the Plan, without the
consent of the Participant or (ii) effect the Plan's share reserve or individual
Participant limitations as set out in this Plan, without the consent of the
Company's shareholders.

         SECTION 2. POWER OF THE COMMITTEE. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem desirable to carry it into
effect. In the event the Company shall assume outstanding employee benefit
awards or the right or obligation to make future such awards in connection with
the acquisition of another corporation or business entity, the Committee may, in
its discretion, make such adjustments in the terms of Awards under the Plan as
it shall deem appropriate.

         SECTION 3. TERM OF PLAN. No Award shall be granted pursuant to the Plan
after ten (10) years from the date of shareowner approval, but any Award
theretofore granted may extend beyond that date.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         SECTION 1. STOCKHOLDER RIGHTS. A Participant (or a Permitted
Transferee) shall have no rights as a stockholder with respect to any Shares
covered by an Award until he or she shall have become the holder of record of
such Share(s), and no adjustments shall be made for dividends in cash or other
property or distribution or other rights in respect to any such Shares, except
as otherwise specifically provided for in this Plan.

         SECTION 2. DIVIDEND EQUIVALENTS. Except as expressly provided in this
Plan, the Committee shall determine whether and to what extent to credit to the
account of, or to pay currently to, each recipient of an Award, Dividend
Equivalents. The Committee shall determine, in its sole and absolute discretion,
the other terms and conditions with respect to such Dividend Equivalents. For
purposes of this Plan, "DIVIDEND EQUIVALENTS" means dividends paid by the
Company with respect to Shares corresponding to Awards.




                                       13
<PAGE>   14

         SECTION 3. TERMINATION OF EMPLOYMENT. Except as expressly provided in
this Plan, the Committee shall determine (and shall so provide in the applicable
Award Agreement) whether and to what extent each Award shall (i) become vested
and exercisable, (ii) no longer be subject to any restrictions, (iii) otherwise
be paid or credited to the account of such Participant, or (iv) become
forfeited, cancelled or otherwise terminated, in the event a Participant's
employment with the Company or any of its Affiliates shall terminate.

         SECTION 4. NONTRANSFERABILITY OF AWARDS. No Award shall be assignable
or transferable except by will or the laws of descent and distribution; PROVIDED
that the Committee may permit (on such terms and conditions as it shall
establish) a Participant to transfer an Award for no consideration to the
Participant's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant's household (other
than a tenant or employee), a trust in which these persons have more than fifty
percent of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests ("PERMITTED TRANSFEREES"). Except to the extent required by law, no
right or interest of any Participant shall be subject to any lien, obligation or
liability of the Participant. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the Participant's
lifetime only by such Participant or, if applicable, his or her Permitted
Transferee(s). The rights of a Permitted Transferee shall be limited to the
rights conveyed to such Permitted Transferee, who shall be subject to and bound
by the terms of the agreement or agreements between the Participant and the
Company.

         SECTION 5. BENEFICIARY DESIGNATION. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his or her
death. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Committee
during his lifetime. In the absence of any such designation, benefits remaining
unpaid at the Participant's death shall be paid to or exercised by the
Participant's surviving spouse, if any, or otherwise to or by his or her estate.

         SECTION 6. NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any of
its Affiliates to terminate any Participant's employment at any time, nor to
confer upon any Participant



                                       14
<PAGE>   15

any right to continue in the employ of the Company or any of its Affiliates. No
Employee shall have a right to be selected as a Participant, or, having been so
selected, to receive any future Awards.

         SECTION 7. TAX WITHHOLDING. The Company shall have the right to deduct
from all amounts paid to a Participant in cash (whether under this Plan or
otherwise) any taxes required by law to be withheld in respect of Awards under
this Plan. In the case of any Award satisfied in the form of Shares or other
property, no such shares or other property shall be issued unless and until
arrangements satisfactory to the Committee shall have been made to satisfy any
withholding tax obligations applicable with respect to such Award. Without
limiting the generality of the foregoing, the Company shall have the right to
retain, or the Committee may, subject to such terms and conditions as it may
establish from time to time, permit Participants to elect to tender, Shares
(including Shares issuable in respect of an Award) to satisfy, in whole or in
part, the amount required to be withheld (but no greater amount).

         SECTION 8. COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Plan,
the granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan, shall be subject to all applicable foreign, Federal
and State laws, rules, and regulations, and to such approvals by any regulatory
or governmental agency as may be required, and to any rules or regulations of
any exchange on which the Shares are listed. The Company, in its discretion, may
postpone the granting and exercising of Awards, the issuance or delivery of
Shares under any Award or any other action permitted under the Plan to permit
the Company, with reasonable diligence, to complete such stock exchange listing
or registration or qualification of such Shares or other required action under
any foreign, Federal or State law, rule, or regulation and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Shares in
compliance with applicable laws, rules, and regulations. The Company shall not
be obligated by virtue of any provision of the Plan to recognize the exercise of
any Award or to otherwise sell or issue Shares in violation of any such laws,
rules, or regulations; and any postponement of the exercise or settlement of any
Award under this provision shall not extend the term of such Awards, and neither
the Company nor its directors or officers shall have any obligation or liability
to the Participant with respect to any Award (or Shares issuable thereunder)
that shall lapse because of such postponement.

         SECTION 9. INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit,



                                       15
<PAGE>   16

or proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or By-laws, by contract, as a matter of law, or otherwise.

         SECTION 10. LEGEND. To the extent any stock certificate is issued to a
Participant in respect of shares of Restricted Stock prior to the expiration of
the Restriction Period, such certificate shall be registered in the name of the
Participant and shall bear the following (or similar) legend:

"The shares of stock represented by this certificate are subject to the terms
and conditions contained in the AT&T Latin America 2000 Long Term Incentive Plan
and the Award Agreement, dated as of ______________________________, between the
Company and the Participant, and may not be sold, pledged, transferred,
assigned, hypothecated or otherwise encumbered in any manner (except as provided
in the Plan or in such Award Agreement) until _______________."

Upon the lapse of the Restriction Period with respect to such Restricted Stock,
the Company shall issue or have issued in exchange for those certificates
previously issued new share certificates without the legend described herein in
respect of any shares that have become vested.

         SECTION 11.  EFFECTIVE DATE.  The Plan shall be effective as of
_______ ___, 2000.

         SECTION 12. NO LIMITATION ON COMPENSATION; NO IMPACT ON BENEFITS.
Nothing in the Plan shall be construed to limit the right of the Company to
establish other plans or to pay compensation to its employees, in cash or
property, in a manner that is not expressly authorized under the Plan. Except as
may otherwise be specifically stated under any employee benefit plan, policy or
program, no amount payable in respect of any Award shall be treated as
compensation for purposes of calculating an Employee's right under any such
plan, policy or program.




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<PAGE>   17

         SECTION 13. GOVERNING LAW. The Plan shall be construed in accordance
with and governed by the laws of the State of Delaware, without reference to
principles of conflict of laws which would require application of the law of
another jurisdiction.

         SECTION 14. NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan
shall be construed (a) to limit, impair or otherwise affect the Company's right
or power to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (b) to
limit the right or power of the Company, or any of its Affiliates to take any
action which such entity deems to be necessary or appropriate.

         SECTION 15. BLUE-PENCIL. If any provision of this Plan is or becomes or
is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan, it
shall be stricken and the remainder of the Plan shall remain in full force and
effect.

         SECTION 16. UNFUNDED PLAN. This Plan is an unfunded Plan. All
references to "accounts" and the like in the Plan are for the convenience of the
Committee, and do not confer upon any participant any rights with respect to
those "accounts."

         SECTION 17. HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of
this Plan, and shall not be employed in the construction of this Plan.




                                       17