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                                                                      EXHIBIT 10


                                                                   EXECUTED COPY

                                                 May 10, 2002

Charles H. Noski
c/o AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920

Dear Chuck:

      As we've discussed, this letter (the "Addendum") modifies and supplements,
and shall be a part of, the terms of the Employment Agreement by and between you
and AT&T Corp. ("AT&T" or the "Company") dated December 8, 1999, as supplemented
and modified heretofore (including, without limitation, by the deferral letters
of January 26, 2001 and January 16, 2002 and the resolutions (the "Resolutions")
of the board of directors of the Company, effective October 23, 2000, regarding
treatment upon a change in control) (the "Agreement"), in light of the proposed
AT&T Broadband Spin-off and its subsequent merger with Comcast Corporation (the
"Transaction"). As modified herein, the Agreement remains in full force and
effect. Unless otherwise noted, any capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Agreement (including the
attachments thereto). "Termination" means a termination that is treated as a
Pre-Closing Termination or Post-Closing Termination, as applicable, as such
terms are defined herein.

      Effective March 1, 2002 (the "Effective Date"), your base salary will be
increased to $900,000 (Nine Hundred Thousand Dollars), your 2002 target annual
bonus will be $1,125,000, and the target value of your 2002-2004 Long term
Incentive Plan award will be $10,000,000.

1. EQUITY INTERESTS

            In the event of your Termination, the following treatment shall
      apply to you:
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      STOCK OPTIONS

      All options to purchase shares of Company stock ("Stock Options") that
      remain unvested as of the date of the Termination will vest immediately on
      such date. Both these Stock Options and Stock Options that have already
      vested as of that date will remain exercisable until the expiration of
      their original term. In the event that you have unexercised Stock Options
      as of the Distribution Date (as such term is defined in the Employee
      Benefits Agreement by and between the Company and AT&T Broadband Corp.
      ("AT&T Broadband"), dated December 19, 2001 (the "EBA")), the remaining
      Stock Options shall be adjusted as provided in the EBA.

      RESTRICTED STOCK/RESTRICTED STOCK UNITS

      Any outstanding unvested Restricted Stock or Restricted Stock Units will
      vest upon your Termination date. If your Termination is after the record
      date but before the Distribution Date, the AT&T Common Stock you receive
      upon the vesting of your Restricted Stock or Restricted Stock Units will
      be treated in the same manner as that of similarly situated senior
      officers. Any outstanding Restricted Stock or Restricted Stock Units you
      hold as of the Distribution Date will be treated as provided in the EBA.

      PERFORMANCE SHARES

            PRE-2002 PERFORMANCE SHARES

            Outstanding Performance Shares as of the date of your Termination
            will be retained and distributed at the end of each 3-year cycle or
            earlier based on the criteria and the timing established for each
            outstanding cycle for payouts to active similarly situated senior
            officers. Dividend equivalents will continue to be paid until all
            units are paid out. Stock units resulting from the AT&T Wireless
            split-off (which have no performance criteria) will be retained and
            distributed at the end of each 3-year cycle valued on the share
            price of AT&T Wireless. Any outstanding Performance Shares you hold
            as of the Distribution Date will be adjusted as provided in the EBA.


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            2002 PERFORMANCE SHARES

            All 2002-2004 Performance Shares will be prorated as of the date of
            your Termination (determined by dividing the number of months worked
            in the performance cycle by 36) and, based on the performance
            achieved within the cycle as of the end of that Termination year
            under the same terms that apply to other similarly situated
            executives, paid at the earliest time that such prorated Performance
            Share payments are made to other similarly situated executives. Any
            outstanding pro-rated Performance Shares you hold as of the
            Distribution Date will be adjusted as provided in the EBA.

2. PRE-CLOSING TERMINATION

            In the event that your employment with the Company terminates on or
      after December 31, 2002 (x) other than for Cause, and other than by reason
      of death or Long Term Disability (as such terms are used in the
      Agreement), but (y) prior to the occurrence of any event that would cause
      the termination to be treated as a Post-Closing Termination (as defined
      below) (a "Pre-Closing Termination"), you will be eligible to receive the
      following, as well as the treatment provided for in Section 1, in
      connection with such Pre-Closing Termination:

      ANNUAL BONUS

      You will be eligible to receive your 2002 annual bonus pursuant to the
      terms of the Annual Bonus Plan, notwithstanding the fact you may not be on
      the Company's payroll when the bonus is payable. Payment will be made at
      the time it would have been paid had you remained employed by the Company.
      Such annual bonus shall be no less than the Funded Amount. The "Funded
      Amount" is defined for purposes of the Addendum as the product of your
      target annual bonus and the funding percentage established in accordance
      with the funding criteria for 2002 annual bonuses under the Annual Bonus
      Plan, for similarly situated senior officers.


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      SPECIAL SUPPLEMENTAL PENSION

      You will be eligible to receive the Special Supplemental Pension
      commencing at age 57 in accordance with the terms and conditions set forth
      in Attachment B to the Agreement. In addition, it is agreed and understood
      that in calculating the Special Supplemental Pension, compensation paid in
      2001 includes the 2000 guaranteed annual bonus amount of $750,000, and
      compensation paid in 2000 includes the 1999 guaranteed annual bonus amount
      of $650,000. An example of the method of calculation has been separately
      provided to you.

      SPECIAL MEDICAL

      Following the applicable period of COBRA coverage (during which period the
      Company will pay the portion of the premium above the amount paid by you
      for active medical coverage), you and your eligible dependents will be
      eligible for coverage under the AT&T Separation Medical Plan offered by
      the Company to certain former senior managers. You will be responsible for
      the same portion (30% currently and subject to change) of the annual
      premium for this medical coverage applicable to similarly situated former
      senior managers. Continuation of coverage under the AT&T Separation
      Medical Plan after your death is available to your spouse provided that
      she pays 100% of the annual premium for this coverage.

      LIFE INSURANCE

      If you have not yet attained your normal termination date (as defined in
      AT&T Senior Management Universal Life Insurance Plan (the "SMULIP")) under
      the SMULIP at your Termination date, you shall continue to participate in
      the SMULIP until you attain your "normal termination date" under the terms
      of the SMULIP as such terms exist on your Termination date.

      After your Termination, AT&T shall timely pay the premiums determined to
      be due under the applicable life insurance policy (and any tax adjustment
      payments, determined in accordance with the terms of the SMULIP as they
      exist on your Termination date to provide a frozen SMULIP coverage amount
      (assuming annual base pay is fixed at your final rate of pay as of the
      Termination date)). In


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      the event of a Change in Control (as defined by the AT&T Board of
      Directors in October 2000), you will be treated, at your discretion, in
      the same manner as either (x) similarly situated active SMULIP
      participants or (y) similarly situated retirees, in each case as of the
      Change in Control.

      FINANCIAL COUNSELING

      You shall be eligible to receive financial counseling ("Financial
      Counseling") from a Company-approved financial counselor for two years
      following your Termination. The Company shall pay the costs of any such
      counseling, or, if the Company elects not to pay such costs directly,
      shall pay you an amount that is sufficient, after taxes, to cover such
      costs.

      OUTPLACEMENT

      You shall be eligible to receive the services of a Company-paid and
      Company-approved outplacement or career transition consultant in
      accordance with AT&T's then current practices for similarly situated
      senior officers in effect as of your termination date; provided, however,
      that an election to use such services must be made within one year
      subsequent to your Termination date. The Company shall pay the costs of
      any such counseling, or, if the Company elects not to pay such costs
      directly, shall pay you an amount that is sufficient, after taxes, to
      cover such costs.

      EXCISE TAX GROSS-UP

      In the event that you become entitled to payments and/or benefits provided
      by the Addendum or any other amounts in the "nature of compensation"
      (whether pursuant to the terms of the Addendum or pursuant to any other
      plan, arrangement or agreement with the Company, with any person whose
      actions result in a change of ownership or effective control covered by
      Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
      "Code"), or with any person affiliated with the Company or such person,
      but excluding any payments or benefits provided to you pursuant to an
      agreement entered into by and between you and another person, after the
      date hereof), in connection with a change in ownership or effective
      control of the Company (collectively the


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      "Company Payments"), and if (x) in the opinion of the Company's
      independent accounting firm responsible for auditing the Company's
      financial statements (the "Opinion"), such Company Payments will be
      subject to the excise tax imposed by Section 4999 of the Code (or any
      similar tax that may hereafter be imposed by any taxing authority) (any
      such excise tax, the "Excise Tax"), (y) you incur an initial or additional
      Excise Tax as a result of the Internal Revenue Service or any other taxing
      authority taking a position that is inconsistent with the Opinion, and/or
      (z) you incur any interest or penalties as a result of the Internal
      Revenue Service or any other taxing authority taking a position that is
      inconsistent with the Opinion or as a result of the untimely receipt by
      you of the Opinion (but excluding any interest or penalties that arise
      solely as a result of a late filing of your tax return by you following
      your timely receipt of the Opinion) (the Excise Tax, together with any
      such interest or penalties, collectively the "Full Excise Tax"), then the
      Company shall pay you an additional amount (the "Gross-up Payment"), such
      that the net amount retained by you, after deduction of the Full Excise
      Tax on the Company Payments and any U.S. federal, state, and local income
      tax and payroll tax upon the Gross-up Payment provided for by this
      paragraph, but before deduction for any U.S. federal, state, and local
      income tax and payroll tax on the Company Payments, shall be equal to the
      Company Payments.

3. POST-CLOSING TERMINATION

            A "Post-Closing Termination" means (x) the termination of your
      employment by the Company without Cause at any time, (y) the termination
      of your employment by you for Good Reason at any time, or (z) the
      termination of your employment for any other reason (excluding a
      termination for Cause or by reason of death or Long Term Disability) on or
      after the earliest to occur of: (i) March 1, 2003, (ii) the Distribution
      Date, and (iii) the date on which the Transaction is terminated. Upon a
      Post-Closing Termination, you will be eligible to receive the terms and
      conditions set forth above for a Pre-Closing Termination with the
      following modifications:

      ANNUAL BONUS

      If your Post-Closing Termination occurs prior to December 31, 2002, the
      annual bonus at not less than the Funded Amount will be prorated based on
      your service


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      with the Company during 2002.

      STOCK OPTIONS

      The Stock Options issued to you in 1999 will be cancelled upon your
      Post-Closing Termination date.

      SPECIAL SUPPLEMENTAL PENSION

      The Special Supplemental Pension, as set forth in Attachment B to the
      Agreement and above, will be modified to commence at the later of your
      Termination date and age 50 (instead of at age 57). The Single Life Annual
      Supplemental pension, the first installment of which shall be payable at
      the later of your Termination date and age 50 will be 40% of your Final
      Average Pay as defined in Attachment B of the Agreement, less offsets also
      described in Attachment B.

      In the event such Post-Closing Termination occurs prior to your attainment
      of three years of AT&T service (measured from January 1, 2000), the
      averaging period used in the calculation will be the number of months of
      your employment on or after January 1, 2000 and your Final Average Pay
      will be the sum of (x) 12 times the number obtained by dividing the
      aggregate Base Salary for such period by the number of months in such
      period; provided, however, that a month shall not be considered to be in
      such period, and no Base Salary shall be attributable to such month for
      purposes of this calculation, if your employment terminates before the
      15th of such month, and a full month's Base Salary shall be included in
      the calculation for any month included in your employment period by virtue
      of your having terminated employment on or after the 15th of such month,
      and (y) the average of the 3 Annual Bonuses paid during such period. In
      the event you die after such termination but prior to attaining age 50,
      the rules in Section 5 below regarding a termination as a result of death
      shall apply for the Special Supplemental Pension, unless you had elected a
      permitted form of benefit with a larger survivor benefit, in which case
      such alternative form shall apply as if you had commenced benefits upon
      your 50th birthday and died immediately thereafter. All other terms and
      conditions of the Special Supplemental Pension will remain the same.


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      In the event such Post-Closing Termination occurs in 2003, your Final
      Average Pay will be the average of the total compensation (the sum of Base
      Salary and Annual Bonus) paid to you by the Company during the 3 calendar
      years (of the calendar years 2000, 2001, 2002 and 2003) resulting in the
      highest average total compensation.

      GOOD REASON OR WITHOUT CAUSE TERMINATION

      The definition of Good Reason is hereby amended to provide that references
      to title, duties, status, authority and responsibilities shall apply to
      the position of Vice Chairman of the Board and the duties, status,
      authority and responsibilities of such position.

      If your Post-Closing Termination is the result of an employment
      termination by the Company without Cause or by you for Good Reason, you
      will continue to receive Base Salary and benefits through the first event
      that otherwise would permit a Post-Closing Termination (such event, the
      "First Post-Closing Date"), and all measurements hereunder shall reflect
      employment through the First Post-Closing Date.

4. SPECIAL DEFERRAL ACCOUNT

            As further consideration for your entering into the Addendum, in
      addition to your existing deferral agreements, the Company shall establish
      a Special 2002 Individual Deferral Account (the "Deferral Account") in
      your name. The maintenance, vesting, forfeiture and distribution of the
      Deferral Account shall be in accordance with the terms and conditions set
      forth below.

            As of the Effective Date, the Company shall credit the Deferral
      Account with an initial balance equal to $3,000,000 (Three Million
      Dollars). Commencing as of the Effective Date, the Company shall credit
      interest to the Deferral Account, compounded as of the end of each
      calendar quarter (with the first such calendar quarter concluding March
      31, 2002), at the rate of the sum of (x) one-quarter (1/4) of the average
      rate applicable to the 10-year United States Treasury Note for the prior
      calendar quarter, plus (y) 0.50%.

            The Deferral Account will be maintained as a bookkeeping account on
      the


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      records of the Company and you will have no present ownership right or
      interest in the Deferral Account, nor in any assets of the Company with
      respect thereto. You shall not have any right to receive any payment with
      respect to the Deferral Account, except as expressly provided below. The
      Deferral Account may not be assigned, pledged or otherwise alienated by
      you and any attempt to do so, and any garnishment, execution or levy of
      any kind with respect to the Deferral Account, will not be recognized.

            If a Pre-Closing Termination occurs, two-thirds of the Deferral
      Account (including accrued interest as of the end of the calendar quarter
      in which the employment termination occurs) shall vest on the date of the
      Pre-Closing Termination, and the remaining one-third (together with
      accrued interest) of the Deferral Account shall be cancelled on the date
      of the Pre-Closing Termination.

            If a Post-Closing Termination occurs, the entire Deferral Account
      (including accrued interest as of the end of the calendar quarter in which
      the employment termination occurs) shall vest upon the Post-Closing
      Termination.

            You will be responsible for your portion of the FICA and Medicare
      taxes due with respect to the amount of your Deferral Account that vests
      on the vesting date. The Deferral Account amount credited as payable to
      you shall be paid in a single lump sum payment as soon as administratively
      feasible in the calendar quarter immediately following a Pre-Closing
      Termination or Post-Closing Termination.

5. TERMINATION BY REASON OF DEATH OR LONG TERM DISABILITY

            In the event your employment terminates due to death or Long Term
      Disability at any time, benefits shall be paid to you (or in the case of
      death, to your designated beneficiary or, if none, your estate) under the
      Agreement, with the following modifications:

      DEFERRAL ACCOUNT

      In the event of your employment termination by reason of death or Long
      Term Disability, the then balance in the Deferral Account (including
      accrued interest as of the end of the calendar quarter in which your
      employment termination occurs)


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      will vest and be payable to you (or in the case of death, to your
      designated beneficiary or, if none, your estate) in a lump sum as soon as
      is administratively feasible in the calendar quarter following such
      termination.

      SPECIAL SUPPLEMENTAL PENSION

      In the event of your employment termination by reason of Long Term
      Disability, the Special Supplemental Pension will be calculated using 40%
      of your Final Average Pay (as clarified in Section 2 above with respect to
      guaranteed annual bonus amounts), less offsets described in Attachment B
      of the Agreement. In the event of your employment termination by Long Term
      Disability, your Special Supplemental Pension shall commence upon the
      later to occur of (x) your 50th birthday and (y) such termination,
      notwithstanding anything to the contrary in Attachment B of the Agreement.

      In the event of your death, your surviving spouse shall receive a 50%
      joint and survivor annuity under the Special Supplemental Pension,
      calculated using 40% of your Final Average Pay (as clarified in Section 2
      above with respect to guaranteed annual bonus amounts), less offsets
      described in Attachment B of the Agreement. In the event of your death,
      payments to your surviving spouse under the Special Supplemental Pension
      shall commence upon your death (unless you die before age 50, in which
      case such payments shall commence on the date you would have reached age
      50), notwithstanding anything to the contrary in Attachment B of the
      Agreement.

      FINANCIAL COUNSELING

      In the event of your employment termination by reason of death or Long
      Term Disability, you (or in the case of death, your surviving spouse)
      shall receive the Financial Counseling benefit set forth in Section 2
      above.

      EXCISE TAX GROSS-UP

      In the event of your employment termination by reason of death or Long
      Term Disability, the Gross-Up Payment protection set forth in Section 2
      above shall apply to you (or in the case of your death, your estate).


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      SPECIAL MEDICAL

      In the event of your employment termination by reason of Long Term
      Disability, during any period in which your medical expenses (and those of
      your eligible dependents) are not covered by an AT&T program for persons
      with long-term disability, you and your eligible dependents will be
      eligible for coverage under the AT&T Separation Medical Plan offered by
      the Company to certain former senior managers. You will be responsible for
      the same portion (30% currently, but subject to change) of the annual
      premium for this medical coverage applicable to similarly situated former
      senior managers. Continuation of coverage under the AT&T Separation
      Medical Plan after your death is available to your spouse provided that
      she pays 100% of the annual premium for this coverage.

      LIFE INSURANCE

      In the event your employment terminates by reason of Long Term Disability,
      the terms of the SMULIP shall govern.

6. CONTINUING EMPLOYMENT

            In the event that your employment continues beyond the First
      Post-Closing Date, the terms and conditions of a Post-Closing Termination
      will apply at your subsequent employment termination for any reason
      (excluding Cause, death, or Long Term Disability), whether such
      termination is initiated by the Company or by you; provided, however, that
      the Deferral Account will continue to accrue interest until the end of the
      calendar quarter in which such employment termination occurs.

7. BROADBAND TRANSFER

            Notwithstanding anything in the Addendum to the contrary, in the
      event that you transfer to AT&T Broadband as a Broadband Transferee (as
      that term is defined in the EBA) on the Distribution Date, the Addendum
      shall be of no force or effect except that the full amount of the Deferral
      Account, including accrued interest through the end of the calendar
      quarter prior to the calendar quarter in which the Deferral Account is
      paid out to you, shall vest upon your transfer and be payable to you in a
      lump sum in the quarter following your transfer. You will


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      be responsible for your portion of the FICA and Medicare taxes due with
      respect to the amount of your Deferral Account that has accrued and vested
      on the vesting date. As a Broadband Transferee you will be treated in
      accordance with the terms and conditions applicable to other executives
      who are Broadband Transferees (to the extent that such treatment is
      consistent with the Agreement, which (as modified by the Addendum with
      respect to the Deferral Account) shall remain in full force and effect).

            In the event you terminate employment with the Company with
      entitlement to benefits under the Addendum, and within 12 months of your
      termination become employed by AT&T Comcast, all future payments under the
      Special Supplemental Pension will be cancelled, and all other benefits set
      forth hereunder will continue.

8. EXCLUSIVITY

            Except as otherwise specifically provided herein, the payments and
      benefits provided hereunder in connection with a Termination are in lieu
      of any and all of the payments or benefits that might otherwise be payable
      to you as a result of the termination of your employment for any reason
      (including, without limitation, voluntary resignation, termination for
      Good Reason, and termination without Cause), including the severance
      provisions set forth in the Agreement, the Senior Officer Severance Plan,
      and/or the benefits provided under the Resolutions. Notwithstanding the
      foregoing, this provision shall not preclude your receipt of (a) any
      benefits that accrue to you solely by reason of your status as an employee
      of the Company (including, without limitation, the AT&T Management Pension
      Plan), and (b) any benefits and protections with respect to (i) liability
      as a director or officer, (ii) indemnification, (iii) existing deferred
      arrangements, and (iv) provisions of the Agreement not specifically
      related to employment termination (e.g., the Guidelines modification and
      dispute resolution).

9. EQUITY GRANTS

            During and after the term of your employment, to the extent that
      grants, substitutions, or other adjustments are made with respect to
      existing equity-


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      based awards of similar-level active or former senior officers of the
      Company, you shall receive the same treatment as such other senior
      officers to the extent that such treatment is more favorable to you than
      that set forth in the Addendum.

10. NONCOMPETITION COVENANT

            Following the earlier to occur of the Transaction and your
      Termination, the Guidelines (and any other non-competition clause)
      applicable to you pursuant to, and as modified by, the Agreement and the
      EBA, shall be further modified so that (a) only activities that compete
      with, or are adverse to, AT&T, as it then exists, shall be taken into
      consideration for purposes of the forfeiture of equity interests in, or
      payments from, AT&T, and Section 4, Subpart 2 of the Guidelines shall
      apply (with respect to such activities) only to Sprint Corporation,
      WorldCom, Inc., and any of the regional Bell operating companies
      (including Qwest Communications International Inc.), and (b) only
      activities that compete with, or are adverse to, AT&T Broadband (and its
      successors), as it then exists, shall be taken into consideration for
      purposes of the forfeiture of equity interests in, or payments from, AT&T
      Broadband (and its successors), and Section 4, Subpart 2 of the Guidelines
      shall apply (with respect to such activities) only to AOL Time Warner
      Inc., EchoStar Communications Corporation and the DirecTV unit of Hughes
      Electronics Corporation.

11. BENEFITS PROTECTION TRUST

            In the event of a Potential Change in Control or a Change in Control
      (as such terms are defined in the AT&T Corp. Benefits Protection Trust
      (the "Trust")), the Special Supplemental Pension and all other deferred
      amounts payable to you under the Addendum shall be covered by the Trust,
      and the Trust shall be funded with respect to such amounts in the same
      manner and at the same time as the Trust is required to be funded for the
      AT&T Senior Management Incentive Deferral Plan.

12. ADVISORY FEES

            The Company shall pay all legal and financial counseling fees
      incurred by you in connection with entering into the Addendum, and to the
      extent the Company's payment of these fees is treated as taxable income to
      you, the


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      amounts so treated shall be "grossed up" by the Company to the extent
      necessary to place you in the same after-tax position you would have
      occupied had such treatment not occurred.

13. MISCELLANEOUS

            In the event that any active or former executive of the Company
      receives from the Company (but not from another employer and not in
      connection with such executive's hiring by the Company): (a) additional
      security, (b) annuitization (except with respect to retired senior
      managers who participate in the AT&T Non-Qualified Pension Plan and meet
      the currently disclosed eligibility requirements for the annuity contract
      program described in the proxy statement filed with the Securities and
      Exchange Commission on March 29, 2001 with respect to the annual meeting
      of May 23, 2001), (c) lump sum treatment, or (d) some other treatment that
      is favorable to such executive regarding security, timing, or amount of
      payments, in each case with respect to any supplemental non-qualified
      pension benefit or other non-qualified benefit of a defined benefit
      nature, you will be treated, in your discretion, in a manner that is no
      less favorable to you with respect to your Special Supplemental Pension
      and other supplemental retirement plans.

14. NOTICE OF EMPLOYMENT TERMINATION

            In the event that you wish to terminate your employment with the
      Company, your employment termination date shall be the date on which you
      give to the Company, in accordance with the procedures set forth in the
      following sentence, a notice of employment termination (the "Notice"), or
      upon such later date as you may specify in the Notice. The Notice shall be
      in writing and shall be deemed given at the time it is (x) sent by hand,
      (y) sent by overnight mail, or (z) transmitted via facsimile, in each case
      addressed as follows:


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            To the Company:   C. Michael Armstrong
                              Chairman of the Board and Chief Executive Officer
                              AT&T Corp.
                              295 North Maple Avenue
                              Basking Ridge, NJ  07920

            With a copy to:   Marilyn J. Wasser, Esq.
                              Corporate Secretary
                              AT&T Corp.
                              295 North Maple Avenue
                              Basking Ridge, NJ  07920


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            Please acknowledge your agreement to the foregoing by executing a
      copy of this letter and returning it to me.

                                        Sincerely yours,


                                        ----------------------------
                                        Mirian Graddick-Weir
                                        Executive Vice President,
                                          Human Resources

      Agreed:


      -----------------------
      Charles H. Noski


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