[GRAPHIC OMITTED][GRAPHIC OMITTED]
                                                            December 8, 1999

Charles H. Noski
c/o AT&T Corp.

295 North Maple Avenue
Basking Ridge, NJ 07920

Dear Chuck:

         It gives me great  pleasure to offer you a Senior  Management  position
within AT&T (the  "Company").  In addition to confirming  my offer,  this letter
will detail the terms and conditions of your  employment and outline the current
major features of AT&T's compensation and benefit plans and practices.

Assumption of Duties: Effective no later than December 31, 1999, ("the Effective
Date") you will assume the position of Senior  Executive  Vice President & Chief
Financial  Officer - AT&T.  You will report to the Chairman and Chief  Executive
Officer - AT&T (currently Mike Armstrong) and your work location will be Basking
Ridge, New Jersey.

Base Salary:  Your initial base salary will be $750,000 per year. This rate will
be reviewed  annually for increase to reflect  individual  performance  and base
salary structure  changes  applicable to Senior Managers.  Your first review for
your base salary level will be effective March, 2001. Your base salary shall not
be reduced at any time.

Annual  Bonus:  The  Annual  Bonus for Senior  Managers  is  currently  based on
measures of Company,  unit, and individual  performance and is paid in cash. The
2000 target (not  actual)  Annual  Bonus for your  position is 100% of your base
salary or $750,000. While the 2000 Annual Bonus will be prorated for any partial
service in 2000, you will be provided a special lump sum amount at the time 2000
bonuses are paid such that the sum of your actual earned prorated bonus plus the
special  lump sum amount will equal what a full year  earned  2000 Annual  Bonus
would have been for you if not for the  prorate.  In no event  will your  annual
bonus for 2000 be less than $750,000.

In the event any  portion of your 1999 Annual  Bonus to be paid by your  current
employer  is  forfeited,  you will be  provided  a lump sum amount no later than
March 30, 2000 equal to the difference  between $650,000 and any amount actually
paid by your  current  employer.  This  payment  will not be credited for AT&T's
Qualified  Pension  Plan,  but will be considered  compensation  for purposes of
calculating the Special Supplemental Pension.

Hiring  Bonus:  You will be provided  with a special,  one-time  hiring bonus of
$2,000,000.  This bonus will be paid 50% within 30 days from your effective date
of hire and the  remaining  50% will be paid after 6 months  from your hire date
whether or not you are then  employed by AT&T (other than if you are  terminated
for Cause or voluntarily resign without Good Reason).
<PAGE>
Long Term Incentives

Under the current guidelines for long-term incentives for comparable executives,
your annual target long-term incentive  opportunity is 3 times your base salary,
or $2,250,000.  This incentive is currently awarded in two forms;  non-qualified
stock  options and  performance  share units and is calculated at 60% and 40% of
the  total  long-term  incentive,   respectively.   According  to  this  current
methodology the value of your stock option award equals  $1,350,000.  That value
is divided by the AT&T  Black-Scholes  value of 33% of the stock price to derive
the number of options.  Likewise,  the target  value of your  performance  share
award equals $900,000 and is converted into performance  shares by dividing this
value by the fair market value of a share of AT&T common stock. These awards are
made as follows:

AT&T Performance Shares:  Effective on the regularly scheduled annual grant date
for AT&T and subject to approval by the  Compensation  Committee of the Board of
Directors,  you  will  receive  18,900  AT&T  Performance  Shares  covering  the
2000-2002  performance period (payout, if any, is in the first quarter of 2003).
Performance   Shares  are   equivalent  in  value  to  AT&T  common  shares  and
historically, such awards have been made annually.

o    Assuming  continued Company  employment,  payout of from 0% to 200% of such
     Performance  Shares is made in the form of cash and AT&T  shares at the end
     of the  performance  period  based on a measure  of AT&T's  EPS and  EBITDA
     versus  commitment   targets  and  Total   Shareholder   Return  vs.  Total
     Shareholder Return for the S&P500 companies (where Total Shareholder Return
     is  defined  as share  price  appreciation  and  dividends),  or such other
     measure of financial  performance  as the Board may  determine,  during the
     three year performance period.

o Dividend  equivalents  are paid  quarterly  on all  undistributed  Performance
Shares.

AT&T Stock Options:  You will be awarded 86,000 AT&T Stock Options  effective on
your  hire  date as  consideration  for your  2000  long-term  incentive  award.
Historically,  standard  stock  option  grants have been made in January of each
year to Senior  Managers.  Currently,  the term of the stock option grant is ten
years.  Assuming continued Company employment,  stock options vest one-third per
year beginning on the third  anniversary of the grant.  The option price is 100%
of market price on date of grant. As with the Annual Bonus, Long-Term Incentives
are closely linked with the Company's strategy to meet the challenges of an ever
changing  marketplace.  Accordingly,  other than the Initial grant,  the Company
cannot  guarantee  continuation  of the Long Term  Incentive Plan in its current
format, nor can it guarantee annual grant levels to individual participants.

In order to mitigate forfeitures  associated with your departure from your prior
employer, the Company will provide you with the following awards:

Special One-Time Grant of "Seasoned" Performance Shares

o    20,657  Performance  Shares  valued at $982,501 at grant and  covering  the
     1997-1999 Performance Period (payout in First Quarter 2000) will be granted
     on date of hire provided the effective  date is prior to December 31, 1999.
     In the event the date of hire is in 2000,  a lump sum  payment in an amount
     equivalent to the value of the above-referenced  Performance Shares will be
     made no later than March 30, 2000.

         -  Payout of 100% of such Performance Shares (No Performance Criteria)

         -  Dividend   equivalents  are  paid  quarterly  on  all  undistributed
            Performance Shares.
<PAGE>
o    20,287  Performance  Shares  valued at $964,889 at grant and  covering  the
     1998-2000 Performance Period (payout in First Quarter 2001) will be granted
     on the date of hire.

         -   Assuming continued Company employment, payout of from 0% to 200% of
             such Performance Shares is made in the form of cash and AT&T shares
             at the end of the  performance  period based on a measure of AT&T's
             Total Shareholder  Return vs. Total  Shareholder  Return for a peer
             group of companies  (where Total  Shareholder  Return is defined as
             share price  appreciation and dividends),  or such other measure of
             financial performance as the Board may determine,  during the three
             year performance period.

         -  Dividend   equivalents  are  paid  quarterly  on  all  undistributed
Performance Shares.

o    21,330  Performance  Shares  valued at $1,014,501 at grant and covering the
     1999-2001 Performance Period (payout in First Quarter 2002) will be granted
     no later than January 31, 2000.

         -   Assuming continued Company employment, payout of from 0% to 200% of
             such Performance Shares is made in the form of cash and AT&T shares
             at the end of the  performance  period based on a measure of AT&T's
             EPS and EBITDA  versus  commitment  targets  and Total  Shareholder
             Return vs.  Total  Shareholder  Return  for the  S&P500  companies,
             (where  Total   Shareholder   Return  is  defined  as  share  price
             appreciation  and  dividends),  or such other  measure of financial
             performance  as the  Board may  determine,  during  the three  year
             performance period.

         -  Dividend   equivalents  are  paid  quarterly  on  all  undistributed
            Performance Shares.

It  is  currently  understood  that  the  results  against  objectives  for  the
Performance  Stock Units of your current employer are estimated to pay out in an
amount at least equal to the value at grant of the awards  referenced  above. In
the event that the above AT&T Seasoned Performance Shares pay out an amount less
than the value at grant of the awards referenced above, additional cash payments
will be immediately made to offset that difference.

Special Stock Options: A special grant of 868,308 AT&T Stock Options vesting 1/3
each year for three years from date of grant,  with a term of 10 years,  will be
granted  on the  date  of  hire.  This  grant  is to  replace  the  lost  future
appreciation  opportunity on your current  employer's  vested and unvested stock
options. In the event the actual grant price exceeds $47.5625,  the Company will
grant  additional  special  stock options to offset the  difference  between the
grant price and $47.5625.

Restricted  Stock:  A  special  grant  equaling  a total of  214,374  shares  of
Restricted  Stock  will be made on the date of hire to  replace  part of all but
$2,000,000 of the forfeited bargain spread on certain of your current employer's
unvested  options,  and the  value of your  outstanding  restricted  stock.  The
Restricted Stock award will vest as follows:
<PAGE>
---------------------- --------------- ----------------
  Restricted Stock        Vesting          Shares
        Grant              Dates           Vesting
---------------------- --------------- ----------------
       214,374            10/17/00         81,766
---------------------- --------------- ----------------
                          10/17/01         123,816
---------------------- --------------- ----------------
                          10/17/02          8,792
---------------------- --------------- ----------------

o    The Restricted Stock will vest contingent upon continued Company employment
     (there  are  no  performance  criteria)  or  otherwise  as  provided  under
     "Severance  Benefit"  below.  Dividends on these shares are currently  paid
     each quarter as part of the normal company dividend.

Restricted Stock Units: A separate grant equaling a total of 117,513  Restricted
Stock  Units will be made on the date of hire to replace the  forfeited  bargain
spread on certain of your current employer's unvested options,  and the value of
your  outstanding  restricted stock (not reflected in the above restricted stock
award). The Restricted Stock Unit award will vest as follows:

--------------------- ----------------- --------------
     Restricted
     Stock Unit           Vesting           Units
       Award               Dates           Vesting
--------------------- ----------------- --------------
       59,698             2/26/00          19,899
--------------------- ----------------- --------------
                          2/26/01          19,899
--------------------- ----------------- --------------
                          2/26/02          19,900
--------------------- ----------------- --------------
       30,838             4/07/00          10,279
--------------------- ----------------- --------------
                          4/07/01          10,279
--------------------- ----------------- --------------
                          4/07/02          10,280
--------------------- ----------------- --------------
       26,977              5/1/00          13,488
--------------------- ----------------- --------------
                           5/1/01          13,489
--------------------- ----------------- --------------

o    These Units will vest contingent upon continued  Company  employment (there
     are no  performance  criteria) or otherwise  as provided  under  "Severance
     Benefit" below. Dividend equivalents on these Units are currently paid each
     quarter coincident with the normal company dividend.

o    The Restricted Stock and Stock Unit agreements (Attachment E as an example)
     will provide that certain  activities  which are detrimental to the Company
     (e.g.,  competing,  raiding,  suing) during  employment or within 24 months
     after termination may result in forfeiture of unvested  Restricted Stock or
     Restricted Stock Units, as provided in the AT&T Non-Competition Guidelines.
     Notwithstanding Attachment E, there shall be no forfeiture or clawback with
     regard to Restricted Stock or Restricted Stock Units that have vested.
<PAGE>
It is understood that you will exercise your currently vested  outstanding stock
options from your  current  employer,  except  those shares  subject to clawback
under your current  long-term  incentive  plan  (136,609 of the  10/17/97  Stock
Options  granted at $37.87/share as retention and vesting 25% per year beginning
10/17/98).  To mitigate  forfeitures  associated  with the vested portion of the
above-referenced  award subject to clawback, the Company will provide you with a
special lump sum cash payment of $1,561,250 payable 30 days after your hire date
and will grant you 96,274 Shares of  Restricted  Stock vesting 100% on the first
anniversary of your hire date. The Restricted  Stock will vest  contingent  upon
continued Company employment (there are no performance criteria) or otherwise as
provided  under  "Severance  Benefit"  below.  Dividends  on  these  shares  are
currently paid each quarter as part of the normal company dividend. In the event
your current employer tries to clawback or otherwise prevent realization of your
exercised  long-term  incentive plan awards,  any additional  forfeited  bargain
spread on your  vested  options or value of your  vested  restricted  stock that
cannot be recovered  through mutually  agreeable  remedies  available under your
existing  agreements will be replaced with an additional  restricted stock award
or a  combination  of  deferred  cash  and  restricted  stock  with  a  targeted
replacement  split of 25% cash with immediate  vesting and 75% restricted  stock
vesting 12 months from the grant.

In the event that your current employer's  policies preclude you from a cashless
exercise of certain vested options,  for a period not to exceed 12 months,  AT&T
will protect the bargain  spread (based on the average of the high and low stock
prices  recorded by the NYSE  ("FMV")) on such options  effective on the date of
the stock option exercise, provided the exercise is no later than your last date
of employment with your prior employer. In the event that the stock price on the
Date of Sale is less than the protected price, AT&T will provide you with a lump
sum payment equal to the difference between the "protected" price and the FMV on
the Date of Sale  multiplied  by the number of  options.  For  purposes  of this
protection  provision  only, the Date of Sale represents the date of actual sale
or, if earlier,  the date two (2) weeks  after the first date after  February 1,
2000 on which you may sell your  former  employer's  stock  (i.e.,  a new window
initially opens). The Company shall also reimburse you for the carrying costs of
exercising and holding these shares, including any applicable tax gross up.

Severance Benefit

(I) In the event of any Company-initiated termination, including termination for
Good Reason,  other than for "Long Term  Disability"  (as defined  below) or for
"Cause" (as defined below), you will be entitled to the following:

         1.       A "Severance Payment" equal to 200% of your annual base salary
                  and  target  annual  bonus  in  effect  on the  date  of  such
                  termination,  payable  in the  month  following  the  month of
                  termination  or such  greater  amount as then being paid under
                  the then existing  policies and/or practices  regarding Senior
                  Manager Severance Benefits.

         2.       Bonuses:  To  the extent all or a  portion of your cash hiring
                  bonus has not been  paid,  the  Company  will pay such  unpaid
                  amount  within  30  days  of  your  date  of  termination.  In
                  addition,  to the  extent  all or a  portion  of  your  annual
                  incentive  bonus for the current year and/or prior year if not
                  yet paid has not been  paid,  the  Company  will pay an amount
                  equal to the target  bonus  prorated  for the total  period of
                  eligibility  based on a  formula,  the  numerator  of which is
                  equal to the number of days in the  applicable  calendar  year
                  for which the bonus is being paid and the denominator of which
                  is 365 within 30 days of your  termination,  provided that, if
                  the bonus for the prior  year has been  declared  before  your
                  termination  and is higher than the target bonus,  it shall be
                  paid in lieu of the target bonus for the prior year.
<PAGE>
         3.       Long Term Incentive Awards:

                  -        Outstanding Performance Shares/Stock Units, including
                           those  granted  upon  your  hire,  are  retained  and
                           distributed at the end of each 3-year cycle. Dividend
                           equivalents  continue  to be paid until all units are
                           paid out.

                  -        Outstanding  Stock Options,  including  those granted
                           upon your hire,  are retained  and  unvested  options
                           continue  to  vest  as  if  active  and  will  remain
                           exercisable until expiration of the original term.

         4.       Restricted Stock/Unit Hire Grants:

                  -        Any outstanding  unvested  restricted  stock or stock
                           units (including any associated cash or deferred cash
                           amounts),  including  those granted upon your date of
                           hire,  will  continue  to vest as though  you were an
                           active employee.  Dividend equivalents continue to be
                           paid until all units are vested and paid out.

         5.       Cash Grants:

                  - Any  unvested  cash  awards  or other  cash  make-ups  shall
                    continue to vest as if you were an active employee.

(II) In the event of any  Company-initiated  termination,  including termination
for  "Good  Reason",  prior  to the  vesting  of your  benefits  under  the AT&T
Management Pension Plan and the AT&T  Non-Qualified  Pension Plan (including the
Special  Supplemental  Pension)  and the vesting of the Company  match under the
AT&T Long Term Savings Plan for Management Employees,  other than for "Long Term
Disability"  (as defined below) or for "Cause" (as defined  below),  you will be
entitled to the amount of the benefits  accrued,  but not vested, to the date of
your  termination  under the  above-mentioned  plans (but with credit  under the
Special  Supplemental Pension through age 57 if the termination is prior to that
date) will be paid out under an  individual  pension  arrangement  from  company
operating  income on the same basis as if you had  remained  in the  plans.  The
Severance  Benefits above due under this Severance  Benefit  provision (I AND II
ABOVE) will be  conditioned  upon your signing (and not  revoking) a release and
agreement not to sue the Company,  within 30 days of your termination.  The form
of this release and agreement will be that then in use for AT&T Senior Managers,
but will cover no items  except  those  purely  related to the  release  and the
release will not cover rights of  indemnification  or amounts due under  benefit
plans or programs.

(III) At the time of termination of employment,  relocation  expenses associated
with a move back to California,  including home sale and tax assistance  will be
provided  in  accordance  with the  Relocation  Policy in the same  manner as it
applies to your move to New Jersey.

(IV) In the event of your death or disability termination,  you will be entitled
to items I (other than 1), II and III above.

(V) In the event of your voluntary termination of employment within 12 months of
a material  restructuring of the executive  leadership of the Company, or a good
faith determination by you of an adverse change in the relationship  between the
CEO and CFO, any then vested and  outstanding  Stock  Options,  including  those
granted upon hire, will remain  exercisable until the sooner of three years from
the date of termination or until their original expiration date.
<PAGE>
(VI) In the event of your  voluntary  termination  of employment for reasons not
covered  by  the  above-referenced  provisions,  and in  acknowledgement  of the
material nature of Company  information you will possess,  you will have 30 days
after the end of any prohibited  trading period (to be determined by the General
Counsel  Office of the  Company) to exercise  any  outstanding  and vested stock
options otherwise  forfeitable  after 90 days from termination,  provided you in
good faith  believe the  prohibited  period  precludes  your ability to sell the
shares issued upon an exercise  within the 90 days and you so notify the General
Counsel's Office.

For purposes of this employment letter:

"Cause" shall be defined as follows:  (1) your  conviction  (including a plea of
guilty or nolo  contendere)  of a felony  involving  theft,  moral  turpitude or
relating to the business of the Company  other than a felony  predicated on your
vicarious  liability.  Vicarious liability means any liability which is based on
acts of the Company for which you are charged  solely as a result of your office
with the Company  and in which:  (i) you were not  directly  involved or did not
have prior  knowledge of such actions or inactions,  or (ii) counsel had advised
that the action or inaction was  permissible,  or (2) you engage in conduct that
constitutes  willful gross  neglect or willful gross  misconduct in carrying out
your  duties  under this  Agreement,  resulting,  in either  case,  in  material
economic harm to the Company, its subsidiaries and divisions.

"Long  Term  Disability"  shall mean  termination  of your  employment  with the
Company with  eligibility to receive a disability  benefit  allowance  under any
long-term disability plan of the Company or any affiliate of the Company.

"Good  Reason" shall mean any  termination  of  Employee's  Company  employment,
initiated by  Employee,  resulting  from any of the  following  events,  without
Employee's express written consent, which are not cured by the Company within 20
days of Employee giving the Company written notice thereof:

                   (i)   A  reduction  in  your  base  salary  or  annual  total
                         compensation  (i.e.,  annual base salary  rate,  target
                         annual  incentive and "Long Term  Incentive" (as valued
                         below)) to less than  $3,750,000.  For  purposes of the
                         prior sentence,  the dollar value of Employee's  annual
                         "Long Term  Incentive"  grants shall be  determined  by
                         valuing  Performance  Shares,  Performance Units, Stock
                         Units,  Restricted Stock, Restricted Stock Units, etc.,
                         at the fair market  value  price when the  Compensation
                         Committee  approves  such  grants,  and  assuming  100%
                         performance   achievement   if  such   grants   include
                         performance criteria,  and by valuing Stock Options and
                         SARs at 33% of the fair  market  price of the shares or
                         related shares when the Compensation Committee approves
                         such grants, as applicable.


                  (ii)   The   assignment  to  you  of  any  duties inconsistent
                         with,   or,  any  substantial   alteration   in,   your
                         status or responsibilities  (other  than as a result of
                         your   mental  or  physical incapacity)  as  in  effect
                         immediately prior thereto.

                 (iii)   A change in your  reporting  relationship  that differs
                         from the reporting relationship described herein.

                  (iv)   A change  in your work  location  of more than 35 miles
                         from the work location as of the Effective Date.
<PAGE>
                   (v)   A diminution  in  title or  a  material  diminution  in
                         duties, authority or responsibilities.

                  (vi)   A  material  breach of  any  provisions  hereof  by the
                         Company.

All severance  amounts  shall be paid without any  obligation to mitigate or any
offset for other amounts earned.

Benefits and Special Mid-Career  Benefits:  You will, of course, be eligible for
the benefit programs  currently  available to all AT&T executives at your level,
and you will be eligible for future  compensation and benefit plans  established
for executives at your level based on the then current eligibility  requirements
established for participation in such future benefits. In addition,  you will be
entitled to a one-time  payment  (grossed-up  to reflect  taxes),  equivalent to
premiums  you will be charged for the Company  Medical  Expense  Plan and Dental
Plan during the period from your first  eligibility  (you are eligible to enroll
effective the first of the month following your one month service  anniversary),
until you become  eligible to  participate  in the AT&T  flexible  benefits plan
after six months of service.  In the event you want to continue  coverage  under
COBRA from your prior  employer  for this six month  period in lieu of the above
provided  payment,  the  Company  will  reimburse  you for your  COBRA  premiums
(grossed-up  to reflect  taxes) for up to six  months.  Until you are  initially
eligible to  participate  (as  described  above) in the AT&T  Medical and Dental
plans, you will need to make your own arrangements for medical and dental. After
the initial six-month period,  you will be eligible for the Company paid medical
and dental care coverage provided to all management employees.  In addition, you
will be entitled to five weeks annual vacation.

         In the event of your  termination  by the  Company  for other  than (a)
Cause,  (b)  death,  or (c)  Long  Term  Disability,  or in the  event  of  your
termination  of  employment  for Good Reason or your  voluntary  termination  of
employment  within  12  months  of a  material  restructuring  of the  executive
leadership of the Company,  or a good faith  determination  by you of an adverse
change in the  relationship  between the CEO and CFO,  and to the extent you are
not eligible to receive  retiree  medical  benefits from AT&T, you and your then
eligible  dependents  will be eligible  for coverage  under the AT&T  Separation
Medical Plan offered by the Company to certain  former Senior  Managers,  who at
the time of their  separation of employment,  are not eligible to participate in
the AT&T Medical Expense Plan for Retired Employees. You will be responsible for
a portion (30%  currently) of the annual premium for this medical care coverage.
As is the case  under  the AT&T  Medical  Expense  Plan for  Retired  Employees,
continuation of coverage under the AT&T Separation Medical Plan after your death
is  available  to your spouse by her paying 100% of the annual  premium for this
coverage.

         In the event of your  voluntary  termination  of employment for reasons
not covered in the  above-referenced  provisions,  and to the extent you are not
eligible  to receive  retiree  medical  benefits  from  AT&T,  you and your then
eligible  dependents  will be eligible  for coverage  under the AT&T  Separation
Medical Plan offered by the Company to certain  former Senior  Managers,  who at
the time of their  separation of employment,  are not eligible to participate in
the AT&T Medical Expense Plan for Retired Employees. You will be responsible for
100% of the annual premium for this medical care coverage.  As is the case under
the AT&T Medical  Expense Plan for Retired  Employees,  continuation of coverage
under the AT&T  Separation  Medical  Plan after your death is  available to your
spouse by her paying 100% of the annual premium for this coverage.

         Attachment  A outlines  the  benefits  available  to you under  various
Senior  Management,   mid-career  and  employee  benefit  plans,   programs  and
practices.
<PAGE>
         Special Pension:  AT&T will establish a Special Supplemental Pension to
address  forfeitures  from  your  current  retirement   benefit.   This  Special
Supplemental  Pension  will be subject to the terms and  conditions  detailed in
Attachment B.

         Relocation Plan:  You will be provided relocation assistance under Plan
B of the AT&T Management Relocation Plan as detailed in Attachment C.

         Special Temporary Allowance:  In order to mitigate the costs associated
with  temporarily  maintaining two residences and the commute required from your
primary  residence,  the  Company  will  pay  you a  monthly  Special  Temporary
Allowance   (STA)   equivalent  to  the  monthly  rent  you  pay  for  the  home
(house/apartment/townhouse) you rent in the Basking Ridge, New Jersey area or an
equivalent  hotel up to a maximum of $4,500 per month or  accommodations  at the
Short Hills,  NJ Hilton hotel  beginning with the first month of such rental and
continuing  as mutually  agreed  upon  between  you and the  Company.  The above
monthly STA  payments  will be  grossed-up  for taxes,  since such  payments are
taxable  income subject to tax  withholding.  These STA payments are only during
your continued  employment  with the Company and will not be included in the pay
base for calculating any employee or Senior Manager benefits.

         Other Travel  Related  Expenses:  In addition,  you will have access to
first  class  air  travel  or the  corporate  aircraft  for  travel to your home
location  during your interim living,  provided the flight schedule  permits and
normal  regularly  scheduled  flights  are not  disrupted  as a  result  of your
non-business  travel.  The Company will also reimburse you for reasonable travel
expenses  for you and/or  your family for up to a maximum of one (1) visit every
two (2) months during your interim living period.  In the event any of the above
travel expenses result in imputed income, the Company will provide tax gross-up.

         Other  Provisions:  It is  agreed  and  understood  that  you  will not
disclose the specific terms of this employment letter or any fact concerning its
negotiation or implementation, except in compliance with legal process, prior to
the information being made public by the Company. You may, however,  discuss the
contents of this letter with your spouse,  legal and/or financial  counselor and
the forfeiture provisions with any potential future employer.

         The Company  agrees to indemnify  you for all costs  (including  losses
specifically  associated with the  compensation and benefits  contained  herein)
relating to any action  brought by your  current  employer  related to: (1) your
termination of employment  with such employer,  and/or (2) your  employment with
the Company.

         As indicated in the attached AT&T Non-Competition Guideline (Attachment
D), a number  of AT&T  incentive  arrangements  and  non-qualified  pension  and
benefit  plans are  subject to  non-competition  constraints  that result in the
forfeiture of future amounts, benefits or rights if the Guidelines are violated.
In no event will the Guidelines or any incentive  arrangements or  non-qualified
benefits  as it  applies  to you  require  you to agree to a  prohibition  as to
certain  activities as a condition of receiving (as opposed to the forfeiture if
you  violate  the  Guidelines),  permit  recapture  of any  amounts or  benefits
previously  paid or provided to you or be broader than as currently set forth in
the Guidelines as modified  herein.  This provision shall override any provision
in any plan, program or grant.
<PAGE>
The Guidelines (and any "non-competition clause") shall be modified as follows:

(1)      Section  4  Subpart  2(c)(i)  shall  be  deemed  violated  only  if the
         violation is willful,  with intent to damage,  in a public forum (i.e.,
         lectures,  to the media,  in  published  materials,  to  analysts or in
         comparable forums) and is of a material nature.

(2)      Section 4 Subpart  2(c)(2)  shall only be violated if you,  directly or
         indirectly,  (i)  recruit,  solicit,  induce or attempt  to induce,  or
         encourage others to recruit, solicit or induce, any employee of AT&T or
         an  affiliate of AT&T to terminate  their  employment  with AT&T or any
         affiliate,  to join an entity  with  which you are  affiliated  or (ii)
         offer  employment to any employee of AT&T,  provided that the foregoing
         shall not be violated by the general  advertising  for employees or the
         hiring of employees by entities  with which you are  affiliated so long
         as you are not involved,  either directly or indirectly, in recruiting,
         soliciting,  inducing or attempting to induce, or in encouraging others
         in the  recruiting,  soliciting  or inducing  of, any employee to leave
         AT&T and join any entity with which you are affiliated.

(3)      Section 4 subpart 2(a) shall be modified by deleting  "but shall not be
         limited  to" and it shall not be violated by you owning less than three
         percent (3%) of the debt or equity of a publicly  traded  entity or you
         investing in private  equity funds,  investment  pools or other similar
         vehicles so long as you own less than five  percent  (5%) of the equity
         in the vehicle.

(4)      The  Guidelines  shall not be violated  by any  activity or action more
         than two (2) years after any termination of employment (one (1) year in
         the  case of  "establishing  a  relationship  with"  limitation)  or by
         establishment  of  a  relationship   with  an  entity  that  becomes  a
         "competitor  of the Company"  after you  established  the  relationship
         unless you were hired to assist the entity in becoming a competitor.

(5)      Section 4 Subpart  2(b) shall be  modified  so that it only  applies to
         significant  and direct  competitors  (such as currently  MCI Worldcom,
         Sprint,  any of the regional  Bell  operating  companies and any of the
         major cable companies).

(6)      Notwithstanding   anything  in  the  Guidelines  to  the  contrary,  no
         forfeiture  or  cancellation  shall take place  unless  AT&T shall have
         first given you written  notice of its intent to so forfeit,  or cancel
         or pay out and you have not,  within 30 calendar days of giving of such
         notice to you, ceased such unpermitted  competitive activity,  provided
         that the foregoing  prior notice  procedure  shall not be required with
         respect  to a  competitive  activity  which you  instituted  after AT&T
         informed you in writing  that it believed  such  activity  violated the
         Guidelines.

Indemnification

         The Company  will  indemnify  and hold  harmless to the fullest  extent
permissible by applicable law with regard to any action or inaction of you as an
officer or  director of the Company or any  affiliate  or as a fiduciary  of any
benefit plan of the Company or any affiliate  both during and after your term of
employment.  The  Company  shall cover you under  director or officer  liability
insurance to the same extent it covers other  officers and directors both during
and after the term of employment.
<PAGE>
Dispute Resolution

         At your option or the Company's, any dispute,  controversy, or question
arising under,  out of or relating to this Agreement or the breach thereof shall
be referred for decision by  arbitration in the State of New Jersey by a neutral
arbitrator  selected by the parties hereto.  The proceeding shall be governed by
the Rules of the American  Arbitration  Association then in effect or such rules
last in effect (in the event such Association is no longer in existence). If the
parties are unable to agree upon such a neutral  arbitrator  within  thirty (30)
days  after  either  party has given the other  written  notice of the desire to
submit the dispute,  controversy  or question for  decision as  aforesaid,  then
either  party  may  apply  to  the  American  Arbitration   Association  for  an
appointment  of a  neutral  arbitrator,  or if such  Association  is not then in
existence or does not act in the matter  within 30 days of  application,  either
party may apply to the  Presiding  Judge of the Superior  Court of any county in
New Jersey for an  appointment  of a neutral  arbitrator to hear the parties and
settle the dispute, controversy or question, and such Judge is hereby authorized
to make such appointment.  In the event that either party exercises the right to
submit a dispute arising  hereunder to arbitration,  the decision of the neutral
arbitrator shall be final,  conclusive and binding on all interested persons and
no action at law or  equity  shall be  instituted  or,  if  instituted,  further
prosecuted  by either  party  other  than to  enforce  the award of the  neutral
arbitrator. The award of the neutral arbitrator may be entered in any court that
has jurisdiction.  In the event that you are successful in pursuing any material
claims or disputes  arising out of this Agreement,  the Company shall pay all of
your attorneys' fees and costs reasonably  incurred,  including the compensation
and expenses of any  Arbitrator.  In any other case,  you and the Company  shall
each bear all their own costs and  attorneys  fees,  except the Company shall in
all events pay the costs of any arbitrator appointed hereunder.

Assignment

         This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its successors and assigns, provided that the Company may not assign
this Agreement  except in connection with an assignment or disposition of all or
substantially  all of the assets or stock of the Company,  or by law as a result
of a merger or consolidation.  In the event of such assignment, a failure by the
successor to specifically  assume in writing,  delivered to you, the obligations
and  liabilities of the Company  hereunder  shall be deemed a material breach of
this Agreement.

         This  letter  reflects  the entire  agreement  regarding  the terms and
conditions  of  your  employment.  Accordingly,  it  supersedes  and  completely
replaces any prior oral or written communication on this subject. This letter is
not an  employment  contract  and  should not be  construed  or  interpreted  as
containing any guarantee of continued employment. The employment relationship at
AT&T is by mutual consent ("Employment-At-Will").  This means that managers 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.

         The  incentive  plans as well as the  employee  and  Senior  Management
benefit  plans,  programs  and  practices  as briefly  outlined in this  letter,
reflect  their  current  provisions.  Payments and  benefits  under these plans,
programs,  and practices,  as well as other payments referred to in this letter,
are subject to IRS rules and regulations with respect to withholding, reporting,
and taxation, and will not be grossed-up unless specifically stated. The Company
reserves  the  right to  discontinue  or modify  any such  plans,  programs  and
practices  and to assign any  obligations  under this  agreement  to a successor
company.  Moreover,  the summaries  contained herein are subject to the terms of
such plans, programs and practices.
<PAGE>
         For purposes of the Senior  Management and employee  benefit plans, the
definition of  compensation is as stated in the plans.  Currently,  pensions are
based on base salary and annual  incentives.  Other benefits are based on either
base salary or base salary plus annual  incentives.  All other  compensation and
payments  reflected  in this offer are not  included in the  calculation  of any
employee or Senior Management  benefits (except for the AT&T Incentive  Deferral
Award Plan,  which  currently  permits the  deferral  of Annual  Incentives  and
Performance Shares).

         By  acceptance  of this  offer,  you agree that (1) no trade  secret or
proprietary information belonging to your previous employer will be disclosed or
used by you at  AT&T,  and  that no such  information,  whether  in the  form of
documents,  memoranda,  software,  drawings,  etc.,  will be  retained by you or
brought  with you to AT&T,  and (2) you have  brought  to AT&T's  attention  and
provided it with a copy of any agreement which may impact your future employment
at  AT&T,  including  non-disclosure,   non-competition,   invention  assignment
agreements  or agreements  containing  future work  restrictions.  AT&T will not
require or request  you to do  anything  that would  intentionally  violate  (1)
above.

         Chuck,  I feel the package we have  developed for you is attractive and
anticipates that you will make a critical  contribution to AT&T. We look forward
to having you join us. If you have any questions,  please don't hesitate to call
me or Brad Fusco.

         If you agree with the  foregoing,  and affirm that, to the best of your
knowledge,  there are no agreements or other  impediments that would prevent you
from providing exclusive service to the Company,  please sign this letter in the
space provided below and return the original executed copy to me.

                                   Sincerely,





Attachments

Agreed:

/s/ Charles H. Noski                        Dated:  December 8, 1999
-------------------------                   ------------------------
    Charles H. Noski