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                                                           EXHIBIT 10(iii))(a)28

January 4, 2001

Mr. Hossein Eslambolchi

Dear Hossein,

         In recognition of the role AT&T Corp. (the "Company") anticipates that
you will play as a Senior Manager, and pursuant to the terms of the Executive
Term Sheet dated January 4, 2001, the Company agrees to pay you a Special
Retention Payment (Payment) equal to the sum of $3,462,603.87 ($2,000,000 net of
federal income and Medicare taxes; Attachment A). This Payment completely
replaces and supersedes any other arrangement for special allowance payments of
the type that the Company previously paid to you. This Payment shall be subject
to the terms and conditions set forth below in this letter ("Agreement").

         As soon as is administratively feasible after your date of hire,
(hereinafter the "Effective Date"), the Company shall make the Payment to you in
the sum of $3,462,603.87. This will result in a net payment of $2,230,212.30
after the deduction of federal and state income taxes at standard withholding
rates, and FICA and Medicare tax withholdings.

         This Payment is subject to payroll tax withholding and reporting, and
is in addition to and not in lieu of any qualified or non-qualified pension,
savings, or other retirement plan, program or compensation. This Payment is not
included in the base for calculating benefits under the employee benefit plans,
programs or practices of the Company or its affiliates.

         Your right to retain this payment shall be contingent upon your
continued employment with the Company through the fifth anniversary of the
Effective Date. If, prior to the fifth anniversary of the Effective Date, you
voluntarily resign from the Company or are terminated for Cause, as defined
below, you will be required to repay to the Company the entire Special Retention
Payment of $3,462,603.87 within ninety (90) days of such termination of
employment. Following such termination the Company shall apply the following
payments related to your employment, less any amounts required to be withheld
for FICA, and for federal, state, and local income taxes, to the unpaid balance:

         Payments of compensation, including but not limited to salary and
         vacation pay unpaid as of your termination of employment, Long Term and
         Annual Incentive Awards.

                          AT&T Proprietary (Restricted)

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         You shall continue to be obligated to repay any unpaid balance that
remains after the application of such payments. If the entire amount is not
repaid within ninety days following such termination of employment, you will
also be required to pay interest on the unpaid balance for any period in which
there is an unpaid balance, at the Prime Rate of interest as published in the
Wall Street Journal on the first business day of each month.

         In the event of your termination of employment for any other reason
including termination with Good Reason as defined below, prior to the fifth
anniversary of the Effective Date, you will have no obligation to the Company
with regard to this Payment.

         This Agreement may not be amended or waived, unless the amendment or
waiver is in a writing, signed by you and AT&T's Executive Vice President -
Human Resources.

         It is understood and agreed that you will not talk about, write about
or otherwise publicize the terms or existence of this Agreement or any fact
concerning its execution or implementation unless required by law or to enforce
the terms of this Agreement. You may, however, discuss its contents with your
spouse, legal and/or financial counselor, provided that you advise them of your
obligations of confidentiality and that any disclosures made by any of them may
be treated by the Company as disclosures made by you for purposes of this
provision.

         THIS AGREEMENT IS NOT AN EMPLOYMENT CONTRACT AND SHOULD NOT BE
CONSTRUED OR INTERPRETED AS CONTAINING ANY GUARANTEE OF CONTINUED EMPLOYMENT.
THE EMPLOYMENT RELATIONSHIP WITH THE COMPANY IS BY MUTUAL CONSENT
("EMPLOYMENT-AT-WILL"). THIS MEANS THAT EMPLOYEES HAVE THE RIGHT TO TERMINATE
THEIR EMPLOYMENT AT ANY TIME AND FOR ANY REASON. LIKEWISE, THE COMPANY RESERVES
THE RIGHT TO DISCONTINUE YOUR EMPLOYMENT WITH OR WITHOUT CAUSE AT ANY TIME AND
FOR ANY REASON.

         For purposes of this Agreement:

         "Good Reason" shall mean:

         (i)      any diminution in position, authority, duties or
                  responsibilities (whether or not occurring solely as a result
                  of the Company's ceasing to be a publicly traded entity) that
                  is not remedied by the Company within thirty (30) days after
                  receipt of notice thereof given by you, or
         (ii)     a reduction in your "Total Annual Compensation" (defined as
                  the sum of your Annual Base Salary Rate, Target Annual Bonus,
                  and Target LTIP) for any calendar or fiscal year, as
                  applicable.

                          AT&T Proprietary (Restricted)

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         "Cause" shall mean:

         (i)      your conviction (including a plea of guilty or nolo
                  contendere) of a crime involving theft, fraud, dishonesty or
                  moral turpitude;

         (ii)     gross omission or gross dereliction of any statutory, common
                  law or other duty of loyalty to the Company or any of its
                  affiliates;

         (iii)    violation by you of the Non-Competition Guideline (attached
                  hereto) or material violation by you of the Company's Code of
                  Conduct;

         (iv)     Your repeated failure to carry out your job duties despite
                  specific instructions to do so; provided, however, that your
                  failure to meet specific business objectives despite good
                  faith efforts to do so shall not be considered Cause.

         You understand that the terms of Agreement shall apply to the Company
and its successors. The Company specifically reserves the right to assign the
terms of this Agreement to any successor, whether the successor is the result of
a sale, purchase, merger, consolidation, asset sale, divestiture or spin-off or
any combination or form thereof. No sale, purchase, merger, consolidation, asset
sale, divestiture or spin-off or any combination or form thereof by the Company
shall be construed as a termination of your employment and will not be
considered a termination for purposes of this Agreement.

         The construction, interpretation and performance of this Agreement
shall be governed by the laws of the State of New Jersey, without regard to its
conflict of laws rule.

         Hossein, I am happy to present this Agreement to you. If you agree with
the terms and conditions detailed above, please sign this Agreement in the space
provided below and return the executed original to me.

                                                       Sincerely,

                                                       /s/ Mirian Graddick-Weir
                                                       -------------------------
                                                       Mirian Graddick-Weir
                                                       Executive Vice President

Attachment

/s/ Hossein Eslambolchi                  1/5/01
-------------------------------          ----------------------------
Acknowledged and agreed to               Date

                          AT&T Proprietary (Restricted)

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Hossein Eslambolchi

                         AT&T Proprietary (Restricted)

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March 9, 2001

Mr. H. Eslambolchi

Dear Hossein,

Per our recent discussions, the agreement dated January 4, 2001, concerning your
Special Retention Payment is hereby amended as follows:

         1.   The Special Retention Payment shall be modified to consider
              California State income tax in the determination of the amount of
              the Special Retention Payment. Accordingly, the Special Retention
              Payment shall equal $3,835,473.53 ($2,000,000 net of federal and
              state income taxes and Medicare taxes.) All references to the
              Special Retention Payment (Payment) shall refer to this revised
              amount.

              An additional payment shall, therefore, be paid to you on or about
              April 1, 2002 in the amount of $372,869.66, representing the
              increase in the Special Retention Payment resulting from this
              amendment. This payment shall be subject to any required
              withholdings for federal, state and local income taxes and FICA
              taxes.

         2.   Amended Attachment A to this letter replaces Attachment A to the
              January 4, 2001 agreement.

All other terms and conditions of the January 4, 2001 agreement shall remain
unchanged and continue to apply. Hossein, if you agree with this amendment,
please sign this document in the space provided below.

                         AT&T Proprietary (Restricted)

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                                                       Sincerely,

                                                       /s/  Mirian Graddick-Weir
                                                       -------------------------
                                                       Mirian Gradick-Weir
                                                       Executive Vice President

/s/  Hossein Eslambolchi
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Acknowledged and Agreed
Hossein Eslambolchi

                         AT&T Proprietary (Restricted)

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