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                                                          Exhibit (10)(iii)(A)34





January 16, 2002


Mr. Charles Noski


Dear Chuck,

         PURSUANT TO THE TERMS OF YOUR EMPLOYMENT AGREEMENT DATED DECEMBER 8,
                  1999, IN THE EVENT THAT YOUR 1999-2001 AT&T SEASONED
                  PERFORMANCE SHARES PAYS OUT AN AMOUNT LESS THAN THE TARGET
                  AWARD OF YOUR PREVIOUS EMPLOYER FOR THE SAME PERFORMANCE
                  PERIOD, YOU WILL BE ENTITLED TO AN ADDITIONAL AMOUNT TO OFFSET
                  THE DIFFERENCE. IN SUCH EVENT AT&T WILL ESTABLISH A SPECIAL
                  INDIVIDUAL DEFERRED ACCOUNT ("DEFERRED ACCOUNT") IN YOUR NAME
                  FOR SUCH ADDITIONAL AMOUNT, IF ANY. THE MAINTENANCE, VESTING
                  AND DISTRIBUTION OF THIS DEFERRED ACCOUNT SHALL BE IN
                  ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW IN
                  THIS LETTER ("AGREEMENT").

         As of February 28, 2002, (hereinafter the "Effective Date"), the
Company shall credit the Deferred Account with an initial balance equal to the
additional amount, if any, as described above.

                           Commencing as of the Effective Date, the Company
                  shall credit interest to the Deferred Account, compounded as
                  of the end of each calendar quarter at the rate of the sum of
                  (x) one-quarter (1/4) of the average rate applicable to the
                  10-year Treasury Note for the prior calendar quarter, plus (y)
                  .50%.

         The Deferred Account will be maintained as a bookkeeping account on the
records of the Company and you will have no present ownership right or interest
in the Deferred Account, or in any assets of the Company with respect thereto.
You shall not have any right to receive any payment with respect to the Deferred
Account, except as expressly provided below. The Deferred Account may not be
assigned, pledged or otherwise alienated by you and any attempt to do so, or any
garnishment, execution or levy of any kind with respect to the Deferred Account,
will not be recognized.

         The Deferred Account shall vest 100% immediately upon the Effective
Date. The vested Deferred Account, including interest, shall be paid in one (1)
lump sum as soon as administratively feasible in the calendar quarter
immediately following your retirement/termination date from AT&T.

         In the event of Long Term Disability or your death, prior to receipt of
the Deferred Account balance, the entire amount then credited to the Deferred
Account shall be
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distributed to you or your named beneficiary (or your estate if no beneficiary
has been named), in a lump sum as soon as administratively feasible in the
calendar quarter immediately following the calendar quarter in which your death,
or Long Term Disability occurs.

                  Since the amount credited to the Deferred Account is
         immediately vested as of the Effective Date, it is subject to FICA
         taxes at vesting under current IRS regulations. You will be notified of
         the amount of FICA taxes due. Payments from the Deferred Account are
         subject to payroll tax withholding and reporting, and are in addition
         to and not in lieu of any qualified or non-qualified pension, savings,
         or other retirement plan, program or arrangement covering you. Amounts
         credited to the Deferred Account are not included in the base for
         calculating benefits under the employee benefit plans, programs or
         practices of the Company or its affiliates.

                  The December 8, 1999 employment agreement, as amended herein,
         shall remain in full force and effect.

         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 agreed and understood that you will not disclose the specific
terms of this 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.

         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.

         If you agree with the terms and conditions detailed above, please sign
in the space provided below and return the executed copy to me.


                                                    Sincerely,



                                                    Mirian Graddick-Weir
                                                    Executive Vice President




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Acknowledged and agreed to                          Date
Charles Noski