<PAGE>
                                                                EXHIBIT(10)(A)16



                                   AT&T CORP.

                        EXECUTIVE LIFE INSURANCE PROGRAM

                 Amended and Restated Effective January 1, 2004





<PAGE>
                                   AT&T CORP.

                        EXECUTIVE LIFE INSURANCE PROGRAM

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                   <C>
SECTION 1 -  DEFINITIONS ...........................................................   1

    1.0    Administrator ...........................................................   1
    1.1    Assignee ................................................................   1
    1.2    Beneficiary .............................................................   1
    1.3    Benefit Amount ..........................................................   2
    1.4    Board ...................................................................   2
    1.5    Change in Control .......................................................   2
    1.6    Company .................................................................   2
    1.7    Director ................................................................   2
    1.8    Eligible Executive ......................................................   2
    1.9    Eligible for Retirement-Related Benefit .................................   2
    1.10   Employer ................................................................   3
    1.11   ERISA ...................................................................   3
    1.12   Insurance Policy ........................................................   3
    1.13   Insurer .................................................................   3
    1.14   Normal Termination Date .................................................   3
    1.15   Officer .................................................................   3
    1.16   Participant .............................................................   3
    1.17   Policyholder ............................................................   4
    1.18   Previous Director Program ...............................................   4
    1.19   Prior Officer Programs ..................................................   4
    1.20   Program .................................................................   4

SECTION 2 - ELIGIBILITY AND PARTICIPATION ..........................................   5

    2.0    Eligibility Conditions ..................................................   5
    2.1    Commencement and Duration of Participation ..............................   5
    2.2    Disability Prior to Normal Termination Date .............................   5
    2.3    Termination of Employment Prior to Normal Termination Date ..............   6
    2.4    Recommencement of Participation .........................................   6

SECTION 3 - PROCUREMENT OF INSURANCE POLICY ........................................   7

    3.0    Insurance Application Requirements ......................................   7
    3.1    Cooperation Requirement for Eligible Executive ..........................   7
    3.2    Cooperation Requirement for Policyholder ................................   7
    3.3    Consequences of Failure to Cooperate ....................................   8
</TABLE>

                                     - i -                     TABLE OF CONTENTS
<PAGE>
                   AT&T Corp. Executive Life Insurance Program

<TABLE>
<S>                                                                                   <C>
SECTION 4 -  INCIDENTS OF OWNERSHIP ................................................   9

    4.0    Policy Ownership ........................................................   9
    4.1    Rights of Policyholder and Company ......................................  11
    4.2    Assignment of Insurance Policy by Policyholder ..........................  11
    4.3    Beneficiary Elections and Settlement Options ............................  11
    4.4    No Ownership Interest by the Company ....................................  11

SECTION 5 -  PAYMENT OF BENEFITS ...................................................  12

    5.0    Source of Benefits ......................................................  12
    5.1    Payment of Insurance Premiums ...........................................  12
    5.2    Benefit Amount ..........................................................  12
    5.3    Tax Adjustment ..........................................................  15
    5.4    Beneficiary Designations ................................................  15
    5.5    No Company or Employer Obligation .......................................  16
    5.6    No Affect on Other Company Benefits .....................................  16

SECTION 6 - TERMINATION OF PARTICIPATION ...........................................  17

    6.0    Events that Cause Termination of Participation ..........................  17
    6.1    Death of Participant Prior to Normal Termination Date ...................  18
    6.2    Attainment of Normal Termination Date ...................................  18
    6.3    Discontinuance of Participation Prior to Normal Termination Date ........  19

SECTION 7 - CLAIMS AND APPEALS .....................................................  20

    7.0    Claims ..................................................................  20
    7.1    Claim Decision ..........................................................  20
    7.2    Request for Review ......................................................  21
    7.3    Review of Decision ......................................................  21

SECTION 8 -  AMENDMENT  AND TERMINATION ............................................  23

    8.0    Continuation of Program .................................................  23
    8.1    Amendment or Termination ................................................  23
    8.2    Continued Maintenance of Program After Change in Control ................  23
    8.3    Prohibition on Amendments After Change in Control .......................  23

SECTION 9 -  GENERAL PROVISIONS ....................................................  25

    9.0    Named Fiduciary .........................................................  25
    9.1    Effective Date ..........................................................  25
    9.2    Calendar Year Program ...................................................  25
</TABLE>
                                     - ii -                    TABLE OF CONTENTS

<PAGE>
                        AT&T Corp. Executive Life Insurance Program

<TABLE>
<S>                                                                                   <C>

    9.3    Notice Under Program ....................................................  25
    9.4    Binding Effect ..........................................................  25
    9.5    Welfare Plan Under ERISA ................................................  25
    9.6    Plan Document ...........................................................  26
    9.7    Governing Law ...........................................................  26
    9.8    Severability ............................................................  26
    9.9    Headings ................................................................  26
    9.10   Procedural Rules ........................................................  26
    9.11   Construction ............................................................  26
</TABLE>

                                     - iii -                   TABLE OF CONTENTS
<PAGE>




                                   AT&T CORP.

                        EXECUTIVE LIFE INSURANCE PROGRAM

                                     PURPOSE

The AT&T Corp. Executive Life Insurance Program was established, effective
October 1, 1999, to provide life insurance benefits for certain executives of
the Company who were classified as Officers and who contribute to the continued
growth, development, and future business of the Company. From the time of its
adoption through December 31, 2003, the AT&T Corp. Executive Life Insurance
Program was known as the "AT&T Corp. Senior Management Universal Life Insurance
Program".

Effective as of January 1, 2004, the AT&T Corp. Executive Life Insurance Program
was amended and restated to modify the normal levels of pre-retirement and
postretirement life insurance benefits provided and to expand coverage to
include certain other employees of the Company who are classified as Directors.
The name of the AT&T Corp. Senior Management Universal Life Insurance Program
was also changed to "AT&T Corp. Executive Life Insurance Program", effective as
of January 1, 2004, to reflect the broader classification of employees who are
eligible to participate in it.

                                     SECTION
                                       1.
                                   DEFINITIONS

The following words and phrases, as used in this plan document, shall have the
meanings set forth below unless a clearly different meaning is required by the
context in which the word or phrase is used.

1.0   ADMINISTRATOR. "Administrator" means the Executive Vice President - Human
      Resources of the Company (or any successor to such position) having
      responsibility for personnel matters, or his or her designee. The
      Administrator shall manage and administer the Program in accordance with
      its terms and conditions.

1.1   ASSIGNEE. "Assignee" means the person, trust, entity or organization to
      whom or to which a Policyholder makes an irrevocable assignment on or
      after October 1, 1999, of all his or her rights, title, interest, and
      incidents of ownership, both present and future, to the Insurance Policy
      and any other assignable rights to the benefits under the Program.

1.2   BENEFICIARY. "Beneficiary" means the person, trust, entity, organization
      or the estate of a Policyholder designated pursuant to Section 5.4 that is
      entitled to receive benefits from an Insurance Policy upon the death of a
      Participant whose life is insured by the Insurance Policy.



ARTICLE 1                             -1-                           DEFINITIONS
<PAGE>



                   AT&T Corp. Executive Life Insurance Program


1.3   BENEFIT AMOUNT. "Benefit Amount" means the amount of the life insurance
      benefit under the Insurance Policy for which premiums are payable by the
      Company under the Program. The "Benefit Amount" for a Participant shall be
      determined in accordance with Section 5.2.

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


1.5   CHANGE IN CONTROL. "Change in Control" has the same meaning assigned to
      that term under the AT&T 1997 Long Term Incentive Program, as in effect on
      October 23, 2000.

1.6   COMPANY. "Company" means AT&T Corp., a New York corporation, and any
      successors to such entity.

1.7   DIRECTOR. "Director" means a management employee of the Employer who is
      classified as a "Manager 5" in a non-banded environment, or at the salary
      grade level of "E-band", or its equivalent, in a banded environment (also
      referred to as an "Executive" from time to time).

1.8   ELIGIBLE EXECUTIVE. "Eligible Executive" means (a) an active management
      employee of the Employer who, on September 30, 1999, was an Officer and
      was covered as an insured under one or more life insurance policies that
      were subject to a collateral assignment agreement with the Company under
      one or both of the Prior Officer Programs; (b) any other active management
      employee of the Employer who, on or after October 1, 1999, is classified
      as a U.S.-based Officer and is determined by the Administrator, in his or
      her sole discretion, to be eligible for participation in the Program; (c)
      an individual (i) whose participation in the Previous Director Program
      terminates on or after December 31, 2003, (ii) who is an active management
      employee of the Employer classified as a Director immediately prior to and
      after his or her termination of participation in the Previous Director
      Program, and (iii) who is determined by the Administrator, in his or her
      sole discretion, to be eligible for participation in the Program; or (d)
      any other active management employee of the Employer who, on or after
      January 1, 2004, is classified as a U.S.-based Director and is determined
      by the Administrator, in his or her sole discretion, to be eligible for
      participation in the Program.

1.9   ELIGIBILE FOR RETIREMENT-RELATED BENEFITS. "Eligible for
      Retirement-Related Benefits" means, for purposes of this Program, that a
      Participant has satisfied the minimum age and service requirements then in
      effect to be eligible for Company-paid or retiree-paid (access only)
      postretirement medical benefits under (a) the AT&T Medical Expense Plan
      for Retired Employees (applicable to the period from October 1, 1999
      through December 31, 2000); or (b) the AT&T Corp. Postretirement Welfare
      Benefits Plan (applicable to periods beginning on or after January 1,
      2001). For purposes of this definition, a Participant's satisfaction of
      the minimum age and service




ARTICLE 1                             -2-                            DEFINITIONS
<PAGE>
                   AT&T Corp. Executive Life Insurance Program

      requirements for postretirement medical benefits eligibility shall be
      determined without application of any "Rule of 65" eligibility provisions
      set forth in the AT&T Medical Expense Plan for Retired Employees and the
      AT&T Corp. Postretirement Welfare Benefits Plan, as applicable.

1.10  EMPLOYER. "Employer" means the Company and certain of its subsidiaries and
      affiliates, as determined by the Company in its sole discretion.

1.11  ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended.

1.12  INSURANCE POLICY. "Insurance Policy" means one or more life insurance
      contracts issued by the Insurer on the life of an Eligible Executive under
      this Program.

1.13  INSURER. "Insurer" means the insurance company or companies to which the
      Company shall apply for insurance on an Eligible Executive's life, and
      which issues an Insurance Policy.

1.14  NORMAL TERMINATION DATE. "Normal Termination Date" means the latest of (a)
      the date on which a Participant is Eligible for Retirement-Related
      Benefits from the Company; (b) the date on which a Participant attains age
      sixty-five (65); (c) the date as of which a Participant has been covered
      for a combined total of at least fifteen (15) years under the Program and
      either (i) the Prior Officer Programs (applicable only to an Eligible
      Executive who is an Officer and had coverage under one or both of the
      Prior Officer Programs; if the Eligible Executive had coverage under both
      of the Prior Officer Programs, this 15-year period of coverage shall be
      measured beginning from the later of his or her coverage commencement
      dates under the respective Prior Officer Programs), or (ii) the Previous
      Director Program (applicable only to an Eligible Executive who is a
      Director and had coverage under the Previous Director Program on the day
      before he or she becomes a Participant); or (d) the date as of which the
      Insurance Policy has sufficient cash value, as determined by the Company
      in its sole discretion, to provide life insurance coverage for the
      Participant's remaining life expectancy.

1.15  OFFICER. "Officer" means a management employee of the Employer who is
      classified as a "Manager 6" or higher level in a non-banded environment,
      or at a salary grade level above "E-band", or its equivalent, in a banded
      environment (also referred to as a "Senior Manager" from time to time).

1.16  PARTICIPANT. "Participant" means an Eligible Executive who has satisfied
      all of the eligibility and enrollment conditions in Section 2.0 and with
      respect to whom an application for an Insurance Policy has been approved
      by the Insurer. For purposes of this Section 1.16, "Participant" shall
      include (a) a Participant who subsequently





ARTICLE 1                             -3-                            DEFINITIONS

<PAGE>
                   AT&T Corp. Executive Life Insurance Program

      becomes disabled and satisfies the requirements of Section 2.2; and (b) a
      Participant who terminates employment with the Employer and is then
      Eligible for Retirement-Related Benefits as provided for in Section 2.3.

1.17  POLICYHOLDER. "Policyholder" means the person, trust, entity or
      organization determined in accordance with Section 4.0 to be the owner of
      the Insurance Policy on an Eligible Executive's life.

1.18  PREVIOUS DIRECTOR PROGRAM. "Previous Director Program" means the AT&T
      Corp. Executive Basic Life Insurance Program, as in effect on December 31,
      2003.

1.19  PRIOR OFFICER PROGRAMS. "Prior Officer Programs" means the AT&T Senior
      Management Basic Life Insurance Program and the AT&T Senior Management
      Individual Life Insurance Program, as in effect on September 30, 1999. The
      Prior Officer Programs shall be terminated effective as of September 30,
      1999, and replaced by the Program.

1.20  PROGRAM. "Program" means the AT&T Corp. Executive Life Insurance Program,
      which shall be evidenced by this plan document, as amended from time to
      time. Prior to January 1, 2004, the AT&T Corp. Executive Life Insurance
      Program was known as the "AT&T Corp. Senior Management Universal Life
      Insurance Program".





ARTICLE 1                             -4-                            DEFINITIONS

<PAGE>



                   AT&T Corp. Executive Life Insurance Program



                                     SECTION
                                       2.
                          ELIGIBILITY AND PARTICIPATION

2.0   ELIGIBILITY CONDITIONS. Upon becoming an Eligible Executive, an individual
      must satisfy all of the following conditions applicable to the Eligible
      Executive in order to become a Participant:

      (a)   The Eligible Executive shall complete, execute, and return (or cause
            his or her assignee, if any, under the Previous Director Program to
            complete, execute, and return) any and all of the documentation
            determined by the Administrator to be necessary to relinquish any
            rights the Eligible Executive or his or her assignee (if any) has
            under the life insurance policy or policies on his or her life that
            were issued to and owned by the Company under the Previous Director
            Program prior to January 1, 2004;

      (b)   The Eligible Executive shall complete, execute, and return all of
            the enrollment applications and other documents required under the
            Program in the form approved by the Administrator;

      (c)   The Eligible Executive shall cooperate with the Company in obtaining
            the Insurance Policy on his or her life as required by Sections 3.0
            and 3.1; and

      (d)   The Eligible Executive shall comply with such further conditions as
            may be established by the Administrator from time to time.

2.1   COMMENCEMENT AND DURATION OF PARTICIPATION. An Eligible Employee who has
      satisfied all of the applicable eligibility conditions in Section 2.0
      shall become a Participant on the day the Eligible Employee's application
      for the Insurance Policy on his or her life made pursuant to Section 3.0
      is approved by the Insurer. Subject to the provisions of Sections 2.2,
      2.3, 3.3, and 4.1, an Eligible Executive shall be eligible to continue to
      participate in the Program until the occurrence of any event described in
      Section 6.0 that causes the termination of his or her participation in the
      Program.

2.2   DISABILITY PRIOR TO NORMAL TERMINATION DATE. In the event that (a) a
      Participant is determined to be disabled for purposes of eligibility to
      receive long-term disability benefits under the AT&T Corp. Executive
      Disability Plan, and (b) the Participant continues to be disabled until
      his or her Normal Termination Date (without regard to whether the
      Participant continues to receive long-term disability benefit payments
      under the AT&T Corp. Executive Disability Plan through such date), the
      Participant shall be eligible to continue to participate in the Program.
      Such eligibility to participate shall continue until the earliest of (i)
      the date the Participant attains his or her Normal Termination Date; (ii)
      the date the Participant ceases to be disabled for





ARTICLE 2                             -5-                        ELIGIBILITY AND
                                                                   PARTICIPATION

<PAGE>
                   AT&T Corp. Executive Life Insurance Program

      purposes of eligibility to receive long-term disability benefits under the
      AT&T Corp. Executive Disability Plan and does not immediately thereafter
      resume, for any reason, active employment with the Employer; or (iii) the
      occurrence of any other event described in Section 6.0 that causes
      termination of participation.

2.3   TERMINATION OF EMPLOYMENT PRIOR TO NORMAL TERMINATION DATE. In the event
      that a Participant (a) terminates employment prior to his or her Normal
      Termination Date, and (b) is Eligible for Retirement-Related Benefits from
      the Company, the Participant shall be eligible to continue to participate
      in the Program. Such eligibility to participate shall continue until the
      earlier of (i) the date the Participant attains his or her Normal
      Termination Date; or (ii) the occurrence of any other event described in
      Section 6.0 that causes termination of participation.

2.4   RECOMMENCEMENT OF PARTICIPATION. Once a Participant's participation in the
      Program has terminated as provided in Section 6.0 (other than due to the
      occurrence of an event described in Sections 6.0(a), (b), (c), (g) or
      (i)), he or she may recommence participation in the Program if he or she
      (a) is an Eligible Executive at the time participation is to recommence;
      and (b) satisfies any and all requirements for recommencement of
      participation established by the Administrator, in his or her sole
      discretion.





ARTICLE 2                             -6-                        ELIGIBILITY AND
                                                                   PARTICIPATION

<PAGE>


                   AT&T Corp. Executive Life Insurance Program


                                     SECTION
                                       3.
                         PROCUREMENT OF INSURANCE POLICY

3.0   INSURANCE APPLICATION REQUIREMENTS. The Company shall apply to the Insurer
      for an Insurance Policy on the life of each Eligible Executive in an
      amount determined by the Company to be sufficient to provide the
      applicable Benefit Amount for the Eligible Executive.

3.1   COOPERATION REQUIREMENT FOR ELIGIBLE EXECUTIVE. An Eligible Executive
      shall reasonably cooperate with the Company in its efforts to apply for
      and obtain the Insurance Policy on his or her life by:

      (a)   Furnishing such information as the Insurer may require for
            completion of the insurance application and related forms and
            documents;

      (b)   Taking such physical examinations and supplying medical history as
            may be requested by the Insurer;

      (c)   Signing the application for the Insurance Policy as the insured; and

      (d)   Doing any other act to comply with the underwriting and policy
            issuance requirements which may reasonably be requested by the
            Insurer or the Administrator.

3.2   COOPERATION REQUIREMENT FOR POLICYHOLDER. A Policyholder shall reasonably
      cooperate with the Company in its efforts to apply for and obtain the
      Insurance Policy on the life of an Eligible Executive by:

      (a)   Furnishing such information as the Insurer may require for
            completion of the insurance application and related forms and
            documents;

      (b)   Signing the application for the Insurance Policy as the proposed
            policy owner; and

      (c)   Doing any other act to comply with the underwriting and policy
            issuance requirements which may reasonably be requested by the
            Insurer or the Administrator.




ARTICLE 3                             -7-                         PROCUREMENT OF
                                                                INSURANCE POLICY

<PAGE>
                   AT&T Corp. Executive Life Insurance Program



3.3     CONSEQUENCES OF FAILURE TO COOPERATE. The Company shall have no
        obligation to the Eligible Executive, the Policyholder or the
        Policyholder's Beneficiary under the Program, and the Eligible
        Executive's participation in the Program shall become null, void, and of
        no force or effect if:

        (a)    The Administrator, in his or her sole discretion, determines that
               an Eligible Executive or the Policyholder has not adequately
               cooperated in the process of procuring the Insurance Policy on
               the Eligible Executive's life as required by Section 3.1 and
               Section 3.2, respectively; or

        (b)    The Company is, for any reason, unable to obtain insurance in the
               specified amount on an Eligible Executive's life at standard
               rates or rates otherwise acceptable to the Company.

ARTICLE 3                            - 8 -                        PROCUREMENT OF
                                                                INSURANCE POLICY





<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                                     SECTION
                                       4.
                             INCIDENTS OF OWNERSHIP

4.0   POLICY OWNERSHIP. The Insurance Policy shall, at all times, be owned
      solely and absolutely by the Policyholder, except in the event of an
      assignment to an Assignee as provided for in Section 4.2. The person,
      trust, entity or organization that will be the Policyholder with respect
      to a Participant shall be determined as follows:

      (a)   Officer Who Participated in Prior Officer Programs with Single
            Policy Owner. If (i) an Eligible Executive is an Officer who becomes
            a Participant on October 1, 1999, (ii) the Eligible Executive was
            covered as an insured under one or more life insurance policies that
            are subject to a collateral assignment with the Company under one or
            both of the Prior Officer Programs on September 30, 1999, and (iii)
            all such life insurance policies were owned by a single policy owner
            (or assignee) on September 30, 1999, then such policy owner (or
            assignee) shall be the Eligible Executive's Policyholder under the
            Program.

      (b)   Officer Who Participated in Prior Officer Programs with Multiple
            Policy Owners. If (i) an Eligible Executive is an Officer who
            becomes a Participant on October 1, 1999, (ii) the Eligible
            Executive was covered as an insured under one or more life insurance
            policies that are subject to a collateral assignment agreement with
            the Company under one or both of the Prior Officer Programs on
            September 30, 1999, and (ii) all such life insurance policies were
            owned by two or more different policy owners (or assignees) on
            September 30, 1999, then the Eligible Executive's Policyholder under
            the Program shall be the person, trust, entity or organization that
            all of such policy owners or assignees (excluding the Eligible
            Executive if he or she is one of the policy owners) agree upon and
            designate as the Policyholder with respect to the Eligible
            Executive. If, for any reason, an agreement among such policy owners
            (or assignees) cannot be reached by October 1, 1999, and/or no
            designation of Policyholder is received by the Administrator by
            October 1, 1999, the Eligible Executive shall be the Policyholder
            unless the Administrator, in his or her sole discretion, determines
            that one or more other persons, trusts, entities or organizations
            should be the Policyholder with respect to the Insurance Policy on
            the Eligible Executive's life.

      (c)   Officer Who Did Not Participate in the Prior Officer Programs. If
            (i) an Eligible Executive is an Officer who becomes a Participant on
            or after October 1, 1999, and (ii) such Eligible Executive was not
            covered as an insured under one or more life insurance policies
            issued under the Prior Officer Programs on September 30, 1999, then
            the Eligible Executive's Policyholder


ARTICLE 4                            - 9 -                INCIDENTS OF OWNERSHIP
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

            under the Program shall be the person (including the Eligible
            Executive), trust, entity or organization that the Eligible
            Executive designates to be his or her Policyholder in the Eligible
            Executive's written enrollment application for participation in the
            Program. If, for any reason, an Eligible Executive described in this
            Section 4.0(c) fails to designate a Policyholder under the Program,
            then the Eligible Executive shall be the Policyholder with respect
            to the Insurance Policy on his or her life.

      (d)   Director Who Participated in Previous Director Program and Assigned
            Interest in Program or Policy. If (i) an Eligible Executive is a
            Director who becomes a Participant on or after January 1, 2004, (ii)
            the Eligible Executive was covered as an insured under a life
            insurance policy issued under the Previous Director Program on the
            day immediately preceding the day on which he or she becomes a
            Participant, and (iii) as of the date described in the immediately
            preceding item (ii), the Eligible Executive had assigned any or all
            of his or her interest in the Previous Director Program and/or the
            life insurance policy issued on his or her life thereunder to an
            assignee, then such assignee shall be the Eligible Executive's
            Policyholder under the Program.

      (e)   Director Who Participated in Previous Director Program and Did Not
            Assign Interest in Program or Policy. If (i) an Eligible Executive
            is a Director who becomes a Participant on or after January 1, 2004,
            and (ii) the Eligible Executive was covered as an insured under a
            life insurance policy issued under the Previous Director Program on
            the day immediately preceding the day on which he or she becomes a
            Participant, and (iii) as of the date described in the immediately
            preceding item (ii), the Eligible Executive had not assigned any or
            all of his or her interest in the Previous Director Program and/or
            the life insurance policy issued on his or her life thereunder to an
            assignee, then the Eligible Executive's Policyholder under the
            Program shall be the person (including the Eligible Executive),
            trust, entity or organization that the Eligible Executive designates
            to be his or her Policyholder in the Eligible Executive's written
            enrollment application for participation in the Program. If, for any
            reason, an Eligible Executive described in this Section 4.0(e) fails
            to designate a Policyholder under the Program, then the Eligible
            Executive shall be the Policyholder with respect to the Insurance
            Policy on his or her life.

      (f)   Director Who Did Not Participate in Previous Director Program. If
            (i) an Eligible Executive is a Director who becomes a Participant on
            or after January 1, 2004, (ii) the Eligible Executive was not
            covered as an insured under a life insurance policy issued under the
            Previous Director Program on the day immediately preceding the day
            on which he becomes a Participant, then the Eligible Executive's
            Policyholder under the Program shall be the person (including the
            Eligible Executive), trust, entity or organization that the Eligible


ARTICLE 4                            - 10 -               INCIDENTS OF OWNERSHIP
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

            Executive designates to be his or her Policyholder in the Eligible
            Executive's written enrollment application for participation in the
            Program. If, for any reason, an Eligible Executive described in this
            Section 4.0(f) fails to designate a Policyholder under the Program,
            then the Eligible Executive shall be the Policyholder with respect
            to the Insurance Policy on his or her life.

4.1   RIGHTS OF POLICYHOLDER AND COMPANY. Prior to a Participant's Normal
      Termination Date, the Policyholder or his or her Assignee shall control
      all incidents of ownership with respect to the Insurance Policy including
      all policy cash values and death benefits under the Insurance Policy on
      the Participant's life. However, in the event the Policyholder or his or
      her Assignee surrenders the Insurance Policy, withdraws any cash value
      from the Insurance Policy or obtains a loan from the Insurance Policy, the
      Participant's participation in the Program shall immediately cease and the
      Company will not be obligated to continue to make any further premium
      payments as otherwise provided by Section 5.1 for the Insurance Policy.

4.2   ASSIGNMENT OF INSURANCE POLICY BY POLICYHOLDER. A Policyholder shall have
      the right, at any time, to absolutely and irrevocably assign his or her
      rights, title, interest, and incidents of ownership in and to the
      Insurance Policy and any other assignable rights to benefits under this
      Program to any person, trust, entity or organization. Any assignment shall
      be subject to the consent of the Insurer. Any such assignment shall be on
      a form approved by the Insurer. No assignment by a Policyholder shall be
      effective until acknowledged in writing by the Insurer. A copy of the
      written acknowledgment shall be returned to the Policyholder and the
      Assignee. Once the assignment of the Insurance Policy has been
      acknowledged by the Insurer, the Policyholder shall have no further
      rights, title, interest or incidents of ownership, both present and
      future, in or under the Insurance Policy or to any other rights to
      benefits under the Program covered by the assignment, and the Assignee
      shall have all such assigned rights, title, interest, and incidents of
      ownership, both present and future, under the Insurance Policy and the
      Program.

4.3   BENEFICIARY ELECTIONS AND SETTLEMENT OPTIONS. A Policyholder or his or her
      Assignee, if any, may exercise (a) the right to designate or change the
      Beneficiary of life insurance proceeds under the Insurance Policy pursuant
      to Section 5.4; and (b) the right to elect any optional mode of settlement
      with respect to such life insurance proceeds. Upon request of a
      Policyholder or his or her Assignee, if any, the applicable form for any
      designation or change of Beneficiary or any election of an optional mode
      of settlement shall be sent to a Policyholder, an Assignee or a
      Beneficiary, as appropriate.

4.4   NO OWNERSHIP INTEREST BY THE COMPANY. No provision in the Program shall be
      construed or interpreted to permit or provide the Company with any rights,
      title, interest or incidents of ownership, both present or future, to the
      Insurance Policy.


ARTICLE 4                            - 11 -               INCIDENTS OF OWNERSHIP
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                                     SECTION
                                       5.
                               PAYMENT OF BENEFITS

5.0   SOURCE OF BENEFITS. The sole benefit under the Program to a Participant
      shall be the premium payments made by the Company to the Insurer pursuant
      to Section 5.1 to maintain the Insurance Policy on his or her life and the
      tax adjustment made pursuant to Section 5.3. A Beneficiary's sole source
      of benefits under the Program shall be the Insurance Policy under which
      the Policyholder, or his or her Assignee, designates a Beneficiary to
      receive benefits payable upon the Participant's death.

5.1   PAYMENT OF INSURANCE PREMIUMS. When the Company submits an application for
      the Insurance Policy on the life of an Eligible Executive, or as soon
      thereafter as is required by the Insurer, the Company shall pay the
      initial premium on the Insurance Policy to the Insurer. Thereafter, the
      Company shall annually (or more frequently as required by the Insurer) pay
      the premiums determined to be due under the Insurance Policy. While the
      Eligible Executive is a Participant, the amount of the premiums paid by
      the Company shall be sufficient, as determined by the Company in its sole
      discretion, to maintain life insurance coverage on the life of the
      Participant equal to the Benefit Amount. The Company's determination of
      the amount of the premium payments to be made on a Participant's Insurance
      Policy shall be based on reasonable assumptions made from time to time by
      the Company in its sole discretion. Such assumptions shall be considered
      terms of the Program, the same as if fully set forth within the body of
      this Program document, and shall include, but not be limited to,
      assumptions regarding the Participant's Insurance Policy crediting rate,
      funding rate, salary growth rate, and retirement age. The Company's
      obligation to make premium payments on the Insurance Policy covering the
      life of a Participant shall cease upon the termination of the
      Participant's participation, as provided for in Section 6.0.

5.2   BENEFIT AMOUNT. The Benefit Amount for a Participant shall be determined
      in accordance with the benefit formulas set forth in Section 5.2(a) or
      Section 5.2(b), whichever is applicable to the Participant.

      (a)   Normal Benefit Amount Formulas. The Benefit Amount under the Program
            with respect to a Participant who is actively employed by the
            Employer at any time on or after January 1, 2004, shall be
            determined under the benefit formula in Section 5.2(a)(i) or (ii),
            as applicable, unless the Participant has elected, in accordance
            with Section 5.2(c), to have his or her Benefit Amount determined
            under the applicable grandfathered benefit formula in Section
            5.2(b)(i) or (ii).

            (i)   Normal Benefit Amount While Active Employee. The Benefit
                  Amount for a Participant while he or she is an active employee
                  of the Employer on or after January 1, 2004 (even if the
                  Participant has attained his or


ARTICLE 5                            - 12 -                  PAYMENT OF BENEFITS
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                  her Normal Termination Date), shall be equal to 300 percent of
                  the Participant's annual base salary (determined based on the
                  Employer's records) paid to the Participant by the Employer,
                  rounded up to the next $1,000. Any salary increase will be
                  reflected in the Benefit Amount as soon as administratively
                  practicable after the salary increase becomes effective. The
                  Benefit Amount for any such Participant age 65 or older, while
                  he or she is an active employee of the Employer, shall be
                  equal to the Participant's Benefit Amount determined under
                  this Section 5.2(a)(i) at age 64.

            (ii)  Normal Benefit Amount After Termination of Employment. The
                  Benefit Amount for any Participant who has terminated active
                  employment with the Employer on or after January 1, 2004, and
                  is eligible for continued participation in the Program
                  thereafter pursuant to the provisions of either Section 2.1 or
                  Section 2.2 due to disability or termination of employment
                  with Eligibility for Retirement-Related Benefits, shall be
                  equal to (1) 200 percent of the Participant's final annual
                  base salary on the date of his or her disability or
                  termination of employment (determined based on the Employer's
                  records), rounded up to the next $1,000; or (2) in the event
                  the Participant was actively employed by the Employer at age
                  65 or older, 200 percent of the Participant's annual base
                  salary at age 64 (determined based on the Employer's records),
                  rounded up to the next $1,000. A Participant to whom this
                  Section 5.2(a)(ii) applies (or his or her Assignee, if any),
                  shall be expected to complete, sign, and return, within the
                  time period specified by the Administrator, any Insurance
                  Policy coverage change form required by the Insurer as a
                  condition for adjusting the coverage amount under the
                  Insurance Policy on the Participant's life to the Benefit
                  Amount determined for the Participant under the terms of this
                  Section 5.2(a)(ii).

      (b)   Grandfathered Benefit Amount Formulas. The Benefit Amount under the
            Program shall be determined under the benefit formula in Section
            5.2(b)(ii) with respect to any Participant who terminated active
            employment with the Employer prior to January 1, 2004, was an
            Officer at the time of such termination of employment, and is
            eligible for continued participation in the Program thereafter
            pursuant to the provisions of either Section 2.1 or Section 2.2 due
            to disability or termination of employment with Eligibility for
            Retirement-Related Benefits. The Benefit Amount under the Program
            with respect to any Participant who makes the one-time election
            provided for in Section 5.2(c) shall be determined under the
            applicable benefit formula in Section 5.2(b)(i) or (ii). The benefit
            formulas in Section 5.2(b)(i) and (ii) shall


ARTICLE 5                            - 13 -                  PAYMENT OF BENEFITS
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

            not be applicable in determining the Benefit Amount for any
            individual who was not a Participant in the Program on December 31,
            2003.

            (i)   Grandfathered Benefit Amount While Active Employee. The
                  Benefit Amount for a Participant who is eligible to have his
                  or her Benefit Amount determined under the provisions of this
                  Section 5.2(b)(i) (including eligibility due to election of
                  the grandfathered benefit amount formula pursuant to Section
                  5.2(c)) while he or she is an active employee of the Employer
                  (even if the Participant has attained his or her Normal
                  Termination Date), shall be equal to 250 percent of the
                  Participant's annual base salary (determined based on the
                  Employer's records) paid to the Participant by the Employer,
                  rounded up to the next $1,000. Any salary increase will be
                  reflected in the Benefit Amount as soon as administratively
                  practicable after the salary increase becomes effective. The
                  Benefit Amount for any such Participant age 65 or older, while
                  he or she is an active employee of the Employer, shall be
                  equal to the Participant's Benefit Amount determined under
                  this Section 5.2(b)(i) at age 64.

            (ii)  Grandfathered Benefit Amount After Termination of Employment.
                  The Benefit Amount for any Participant (1) who has terminated
                  active employment with the Employer, (2) who is eligible for
                  continued participation in the Program thereafter pursuant to
                  the provisions of either Section 2.1 or Section 2.2 due to
                  disability or termination of employment with Eligibility for
                  Retirement-Related Benefits, and (3) who is otherwise eligible
                  to have his or her Benefit Amount determined under the
                  provisions of this Section 5.2(b)(ii) (including eligibility
                  due to election of the grandfathered benefit amount formula
                  pursuant to Section 5.2(c)), shall be equal to (A) 250 percent
                  of the Participant's final annual base salary on the date of
                  his or her disability or termination of employment (determined
                  based on the Employer's records), rounded up to the next
                  $1,000; or (B) in the event the Participant was actively
                  employed by the Employer at age 65 or older, 250 percent of
                  the Participant's annual base salary at age 64 (determined
                  based on the Employer's records), rounded up to the next
                  $1,000.

      (c)   Option to Elect Grandfathered Benefit Amount Formulas. Any Officer
            who is an active employee of the Employer and a Participant on
            December 31, 2003 (or such other relevant date as may be established
            by the Administrator, in his or her sole discretion) shall have a
            one-time option to elect (with the written concurrence of his or her
            Assignee, if any) to have his or her Benefit Amount determined, on
            and after January 1, 2004 (or such other date as may be


ARTICLE 5                            - 14 -                  PAYMENT OF BENEFITS
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

            established by the Administrator, in his or her sole discretion),
            using the benefit formula set forth in Section 5.2(b)(i) (applicable
            while he or she is actively employed and eligible to participate in
            the Program) and the benefit formula set forth in Section 5.2(b)(ii)
            (applicable after he or she terminates employment with eligibility
            to continue to participate in the Program), in lieu of the
            applicable benefit formula set forth in Section 5.2(a)(i) or (ii). A
            Participant (or his or her Assignee, if applicable) may exercise
            this option by filing an irrevocable written election with the
            Administrator at the time, and in the form and manner, determined by
            the Administrator.

5.3   TAX ADJUSTMENT. The Company shall make a tax adjustment with respect to
      each premium payment made to the Insurer pursuant to Section 5.1 on the
      Insurance Policy covering the life of a Participant. The amount and
      frequency of each tax adjustment, as determined by the Company in its sole
      discretion, is intended to be sufficient to cover the estimated amount of
      federal income taxes and FICA taxes that will be incurred by the
      Participant on the sum of the premium payment plus the tax adjustment
      itself. Each tax adjustment shall be equal to the sum of two amounts that
      are described below and referred to herein respectively as the "tax
      withholding portion" and the "excess portion":

      (a)   Tax Withholding Portion of Tax Adjustment: The tax withholding
            portion of each tax adjustment shall be equal to the combined total
            amount of federal income taxes and FICA taxes required to be
            withheld with respect to (i) each premium payment made by the
            Company, and (ii) each corresponding tax adjustment.

      (b)   Excess Portion of Tax Adjustment: The excess portion of each tax
            adjustment shall be equal to the applicable tax adjustment, reduced
            by the related tax withholding portion of such tax adjustment
            determined under Section 5.3(a) with respect to the premium payment
            and the related tax adjustment.

      The tax withholding portion of each tax adjustment payment, as described
      in Section 5.3(a) (above), shall be paid by the Company directly to the
      applicable federal tax authorities. The excess portion of each tax
      adjustment payment, as described in Section 5.3(b) (above), shall be paid
      in cash to the Participant (or if he or she is not then living, to his or
      her estate). The Company's obligation to make tax adjustment payments with
      respect to a Participant shall cease upon the termination of the
      Participant's participation in the Program pursuant to the provisions of
      Section 6.0.

5.4   BENEFICIARY DESIGNATIONS. A Policyholder or, if the Policyholder has
      assigned the Insurance Policy pursuant to Section 4.2, the Assignee may
      designate a Beneficiary to receive life insurance proceeds under the
      Insurance Policy upon the death of the Participant, or may change an
      existing designation of the Beneficiary to receive such


ARTICLE 5                            - 15 -                  PAYMENT OF BENEFITS
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

      insurance proceeds. Any designation of Beneficiary or change in the
      designated Beneficiary shall be accomplished in accordance with the
      applicable terms of the Insurance Policy using forms approved by the
      Insurer. If, for any reason, no valid Beneficiary designation is on file
      with the Insurer at the time of the Participant's death, the life
      insurance proceeds payable under the Insurance Policy shall be paid in
      accordance with the terms of the Insurance Policy.

5.5   NO COMPANY OR EMPLOYER OBLIGATION. Neither the Company nor any other
      Employer shall have any obligation of any nature whatsoever to a
      Policyholder or his or her Assignee or Beneficiary under this Program if
      the circumstances of the Participant's death, the terms and conditions of
      this Program, or any other reason, precludes payment of life insurance
      proceeds or any other benefits under the Insurance Policy or Program.

5.6   NO AFFECT ON OTHER COMPANY BENEFITS. No portion of any premium payment on
      any Insurance Policy or any tax adjustment payment made with respect to a
      Participant as provided in this Section 5 shall be included or otherwise
      taken into consideration as pay, compensation or income for purposes of
      any other "employee welfare benefit plan" (within the meaning of Section
      3(1) of ERISA), any "employee pension benefit plan" (within the meaning of
      Section 3(2) of ERISA), or any other compensation or benefit plan, program
      or arrangement of any Employer covering the Participant, unless expressly
      provided for in such plan, program or arrangement.


ARTICLE 5                            - 16 -                  PAYMENT OF BENEFITS
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                                    SECTION
                                       6.
                          TERMINATION OF PARTICIPATION

6.0   EVENTS THAT CAUSE TERMINATION OF PARTICIPATION. A Participant's
      participation in the Program shall terminate when the first of any of the
      following events occurs:

      (a)   The death of the Participant;

      (b)   The Participant attains his or her Normal Termination Date and is no
            longer an active employee of the Employer;

      (c)   The Board (or its delegate) terminates the Program pursuant to
            Section 8.1;

      (d)   The termination of the Participant's employment with the Employer,
            for any reason (other than death, disability as described in Section
            2.2 or termination of employment with Eligibility for
            Retirement-Related Benefits), prior to his or her Normal Termination
            Date (unless otherwise agreed to by the Employer in writing);

      (e)   Cessation of the Participant's disability prior to his or her Normal
            Termination Date under circumstances described in Section 2.2, when
            the Participant does not immediately thereafter recommence
            employment with the Employer;

      (f)   Voluntary termination of the Participant's participation in the
            Program initiated by the Participant giving written notice to the
            Administrator prior to his or her Normal Termination Date;

      (g)   The Policyholder or his or her Assignee, if any, takes any of the
            actions described in Section 4.1 (e.g., loans or withdrawals) that
            cause termination of the Participant's participation in the Program;

      (h)   Demotion of the Participant to a position that is classified or
            otherwise treated by the Employer as being a position for an
            individual who is at an employment classification below the Director
            level, as determined by the Administrator; or

      (i)   The Participant is determined by the Executive Vice President -
            Human Resources of the Company, in his or her sole discretion, to
            have engaged in any competitive activity that violates the
            provisions of the AT&T Non-Competition Guideline, as amended from
            time to time, or any other non-competition commitment of the
            Participant to the Employer.


ARTICLE 6                            - 17 -         TERMINATION OF PARTICIPATION
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

      Termination of a Participant's participation in the Program upon the
      occurrence of any of the events described in this Section 6.0 shall have
      the consequences described in Sections 6.1, 6.2 or 6.3, whichever is
      applicable.

6.1   DEATH OF PARTICIPANT PRIOR TO NORMAL TERMINATION DATE. If a Participant
      continues to participate in the Program until his or her participation
      terminates due to death (as provided in Section 6.0(a)) prior to
      attainment of his or her Normal Termination Date, then effective as of the
      date of death:

      (a)   The Company shall have no further obligation to make any premium
            payments with respect to the Insurance Policy on the Participant's
            life pursuant to Section 5.1.

      (b)   The Policyholder's Beneficiary shall be entitled to receive the life
            insurance benefit payable by the Insurer under the Insurance Policy,
            subject to any binding settlement options elected by the
            Policyholder prior to the Participant's death.

      (c)   The restrictions in Section 4.1 on the Policyholder or Assignee
            pertaining to the exercise of certain incidents of ownership of the
            Insurance Policy on the Participant's life (e.g., loans and
            withdrawals) shall no longer apply.

6.2   ATTAINMENT OF NORMAL TERMINATION DATE. If a Participant continues to
      participate in the Program until his or her participation terminates by
      reason of his or her attainment of the Normal Termination Date (as
      provided in Section 6.0(b)), then effective as of the date of termination
      of participation:

      (a)   The Company shall have no further obligation to make any premium
            payments with respect to the Insurance Policy on the Participant's
            life pursuant to Section 5.1.

      (b)   The Insurance Policy will have sufficient cash value, as determined
            using reasonable actuarial assumptions chosen by the Company in its
            sole discretion, to provide life insurance coverage throughout the
            Participant's remaining life expectancy.

      (c)   The restrictions in Section 4.1 on the Policyholder or Assignee
            pertaining to the exercise of certain incidents of ownership of the
            Insurance Policy on the Participant's life (e.g., loans and
            withdrawals) shall no longer apply.


ARTICLE 6                            - 18 -         TERMINATION OF PARTICIPATION
<PAGE>
                   AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

6.3   DISCONTINUANCE OF PARTICIPATION PRIOR TO NORMAL TERMINATION DATE. If a
      Participant's participation in the Program terminates due to the
      occurrence of any of the events described in Section 6.0(c) through
      Section 6.0(i), inclusive, then effective as of the date of such
      termination of participation:

      (a)   The Company shall have no further obligation to make any premium
            payments with respect to the Insurance Policy on the Participant's
            life pursuant to Section 5.1.

      (b)   The Participant, Policyholder, and any Assignee shall have no
            further rights under the Program and shall only be entitled to the
            Insurance Policy cash value as of the date of the Participant's
            termination of participation in the Program. The Company shall have
            no obligation to pay additional premiums or increase the cash value
            so as to provide cash values sufficient to continue any level of
            coverage under the Insurance Policy throughout the Participant's
            remaining life expectancy. The Insurance Policy's cash value
            (whether above or below any estimates, projections or illustrations)
            shall be limited solely to the cash value of the Insurance Policy on
            the date of the Participant's termination of participation in the
            Program.

      (c)   The restrictions in Section 4.1 on the Policyholder or Assignee
            pertaining to the exercise of certain incidents of ownership of the
            Insurance Policy on the Participant's life (e.g., loans and
            withdrawals) shall no longer apply.


ARTICLE 6                            - 19 -         TERMINATION OF PARTICIPATION

<PAGE>

                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                                     SECTION

                                       7.

                               CLAIMS AND APPEALS

7.0   CLAIMS. A person who believes that he or she is being denied a benefit to
      which he or she is entitled under this Program (hereinafter referred to as
      a "Claimant") may file a written request for such benefit with the
      Company's Executive Human Resources Department, setting forth his or her
      claim. The request must be addressed to the Company's Executive Human
      Resources Department at its then principal place of business.
      Notwithstanding the foregoing, any Beneficiary's claim for payment of life
      insurance proceeds from an Insurance Policy on a Participant's life shall
      not be considered a claim for benefits under this Program. Any such claim
      for life insurance proceeds should be filed with the Insurer in accordance
      with the terms and provisions of the applicable Insurance Policy.

7.1   CLAIM DECISION. Upon receipt of a claim, the Company's Executive Human
      Resources Department shall review the claim and provide the Claimant with
      a written notice of its decision within a reasonable period of time, not
      to exceed ninety (90) days, after the claim is received. If the Company's
      Executive Human Resources Department determines that special circumstances
      require an extension of time beyond the initial ninety (90) day claim
      review period, the Company's Executive Human Resources Department will
      notify the Claimant in writing within the initial ninety (90) day period
      and explain the special circumstances that require the extension and state
      the date by which the Company's Executive Human Resources Department
      expects to render its decision on the claim. If this notice is provided,
      the Company's Executive Human Resources Department may take up to an
      additional ninety (90) days (for a total of one hundred eighty (180) days
      after receipt of the claim) to render its decision on the claim.

      If the claim is denied by the Company's Executive Human Resources
      Department, in whole or in part, the Company's Executive Human Resources
      Department shall provide a written decision using language calculated to
      be understood by the Claimant and setting forth: (a) the specific reason
      or reasons for such denial; (b) specific references to pertinent
      provisions of this Program on which such denial is based; (c) a
      description of any additional material or information necessary for the
      Claimant to perfect his or her claim and an explanation of why such
      material or such information is necessary; (d) a description of the
      Program's procedures for review of denied claims and the steps to be taken
      if the Claimant wishes to submit the claim for review; (e) the time limits
      for requesting a review of a denied claim under Section 7.2 and for
      conducting the review under Section 7.3; and (f) a statement of the
      Claimant's right to bring a civil action under Section 502(a) of ERISA if
      the claim is denied following review under Section 7.3.

ARTICLE 7                             - 20 -                  CLAIMS AND APPEALS
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

7.2   REQUEST FOR REVIEW. Within sixty (60) days after the receipt by the
      Claimant of the written decision on the claim provided for in Section 7.1,
      the Claimant may request in writing that the Administrator review the
      determination of the Company's Executive Human Resources Department. Such
      request must be addressed to the Administrator at the address for giving
      notice to the Administrator designated in Section 9.3. To assist the
      Claimant in deciding whether to request a review of a denied claim or in
      preparing a request for review of a denied claim, a Claimant shall be
      provided, upon written request to the Administrator and free of charge,
      reasonable access to, and copies of, all documents, records and other
      information relevant to the claim. The Claimant or his or her duly
      authorized representative may, but need not, submit a statement of the
      issues and comments in writing, as well as other documents, records or
      other information relating to the claim for consideration by the
      Administrator. If the Claimant does not request a review of the Company's
      Executive Human Resources Department's decision by the Administrator
      within such sixty (60) day period, the Claimant shall be barred and
      estopped from challenging the determination of the Company's Executive
      Human Resources Department.

7.3   REVIEW OF DECISION. Within sixty (60) days after the Administrator's
      receipt of a request for review, the Administrator will review the
      decision of the Company's Executive Human Resources Department. If the
      Administrator determines that special circumstances require an extension
      of time beyond the initial sixty (60) day review period, the Administrator
      will notify the Claimant in writing within the initial sixty (60) day
      period and explain the special circumstances that require the extension
      and state the date by which the Administrator expects to render its
      decision on the review of the claim. If this notice is provided, the
      Administrator may take up to an additional sixty (60) days (for a total of
      one hundred twenty (120) days after receipt of the request for review) to
      render its decision on the review of the claim.

      During its review of the claim, the Administrator shall:

      (a)   Take into account all comments, documents, records, and other
            information submitted by the Claimant relating to the claim, without
            regard to whether such information was submitted or considered in
            the initial review of the claim conducted under Section 7.1;

      (b)   Follow reasonable procedures to verify that its benefit
            determination is made in accordance with the applicable Program
            documents; and

      (c)   Follow reasonable procedures to ensure that the applicable Program
            provisions are applied to the Participant to whom the claim relates
            in a manner consistent with how such provisions have been applied to
            other similarly-situated Participants.

ARTICLE 7                             - 21 -                  CLAIMS AND APPEALS
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM


           After considering all materials presented by the Claimant, the
           Administrator will render a decision, written in a manner designed to
           be understood by the Claimant. If the Administrator denies the claim
           on review, the written decision will include (a) the specific reasons
           for the decision; (b) specific references to the pertinent provisions
           of this Program on which the decision is based; (c) a statement that
           the Claimant is entitled to receive, upon request to the
           Administrator and free of charge, reasonable access to, and copies
           of, all documents, records, and other information relevant to the
           claim; and (d) a statement of the Claimant's right to bring a civil
           action under Section 502(a) of ERISA.

           The Administrator shall serve as the final review committee under the
           Program and shall have sole and complete discretionary authority to
           determine conclusively for all parties, and in accordance with the
           terms of the documents or instruments governing the Program, any and
           all questions arising from administration of the Program and
           interpretation of all Program provisions, determination of all
           questions relating to participation of Eligible Executives and
           eligibility for benefits, determination of all relevant facts,
           determination of the documents, records, and other information that
           are relevant to a claim, the amount and type of benefits payable to
           any Participant, Assignee or Beneficiary, and the construction of all
           terms of the Program. Decisions by the Administrator shall be
           conclusive and binding on all parties and not subject to further
           review.

           In any case, a Participant may have further rights under ERISA. The
           Program provisions require that Participants pursue all claim and
           appeal rights described above before they seek any other legal
           recourse regarding claims for benefits.

ARTICLE 7                             - 22 -                  CLAIMS AND APPEALS
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM


                                     SECTION

                                       8.

                           AMENDMENT AND TERMINATION

8.0   CONTINUATION OF PROGRAM. The Company does not guarantee the continuation
      of the Program or any benefits during employment or after termination of
      employment, nor does the Company guarantee any specific level of benefits.
      Benefits are provided under the Program at the Company's discretion and do
      not create a contract of employment. Neither the establishment nor the
      continuance of the Program shall be construed as conferring any legal
      rights upon any Eligible Executive or any other person for continuation of
      employment, nor shall such establishment or continuance interfere with the
      right of the Company to discharge any Eligible Executive without regard to
      the existence of the Program. The Company intends to continue the Program
      indefinitely; however, the Board reserves the right to amend or terminate
      the Program at any time pursuant to Section 8.1.

8.1   AMENDMENT OR TERMINATION. The Board or pursuant to delegated authority,
      the Chairman of the Board or the Executive Vice President - Human
      Resources ("Delegate"), may amend, modify, suspend or change the Program
      from time to time, and the Board (or its Delegate) may terminate the
      Program at any time. Program amendments may include, but are not limited
      to, elimination or reduction in the level or type of benefits provided to
      any class or classes of employees.

8.2   CONTINUED MAINTENANCE OF PROGRAM AFTER CHANGE IN CONTROL. Notwithstanding
      any other provision of the Program to the contrary (including, but not
      limited to the provisions of Section 8.0 and Section 8.1), if a Change in
      Control occurs, the Company (or its successor) shall continue to maintain
      the Program in accordance with its terms and conditions immediately prior
      to the occurrence of the Change in Control (including, but not limited to,
      the provisions in Section 5.1 and Section 5.3 that require the Company to
      make applicable premium payments and tax adjustment payments,
      respectively, and any amendment to such terms and conditions that was duly
      adopted prior to the occurrence of the Change in Control), without any
      material reduction in any Program benefits, features or Participant or
      Policyholder rights, for a minimum of two (2) years after the Change in
      Control occurs.

8.3   PROHIBITION ON AMENDMENTS AFTER CHANGE IN CONTROL. Notwithstanding any
      other provision of the Program to the contrary (including, but not limited
      to, the amendment provisions set forth in Section 8.0 and Section 8.1),
      unless required by applicable law, after the occurrence of a Change in
      Control, no amendment shall be made by the Board (or the successor board
      of directors), a delegate, the Company (or the successor of the Company),
      any committee, any officer, any employee of the Company (or the successor
      of the Company) or by any other party, to suspend, modify or eliminate the

ARTICLE 8                             - 23 -           AMENDMENT AND TERMINATION
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM


      Program continuation provisions set forth in Section 8.2, or to eliminate
      the restrictions contained in this Section 8.3, and no such amendment to
      the Program made in violation of this Section 8.3 shall be effective.
      Nothing in Section 8.2 or this Section 8.3 shall be construed to preclude
      the Company (or the successor of the Company) from implementing any
      amendment to the Program that was duly adopted prior to the occurrence of
      the Change in Control, but does not become effective until after the
      Change in Control occurs.


ARTICLE 8                             - 24 -           AMENDMENT AND TERMINATION
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM

                                     SECTION

                                       9.

                               GENERAL PROVISIONS

9.0   NAMED FIDUCIARY. The Administrator is hereby designated as the "named
      fiduciary" under this Program. The named fiduciary shall have authority to
      control and manage the operation and administration of this Program.

9.1   EFFECTIVE DATE. The effective date of this Program is October 1, 1999. The
      effective date of this amended and restated Program document is January 1,
      2004.

9.2   CALENDAR YEAR PROGRAM. All Program records shall be maintained on a
      calendar year basis, beginning January 1 and ending December 31, except
      that Program records for the year 1999 shall be maintained for the period
      beginning October 1, 1999 and ending December 31, 1999.

9.3   NOTICE UNDER PROGRAM. Any notice to be given under this Program shall be
      in writing and shall be either delivered in person or mailed by United
      States Mail, first-class postage pre-paid. If notice is to be given to the
      Administrator by mail, such notice shall be addressed as indicated below
      and mailed to the Administrator at the following address:

                      Executive Vice President - Human Resources
                      AT&T Corp.
                      One AT&T Way
                      Bedminster, NJ  07921

      If notice is to be given to a Participant, Policyholder or Assignee by
      United States Mail, such notice shall be addressed to the address shown as
      such Participant's, Policyholder's or Assignee's address then on file with
      the Company's Executive Human Resources Department. Any party may change
      the address to which notices shall be mailed by giving written notice of
      such change of address.

9.4   BINDING EFFECT. This Program shall be binding upon the Company's
      successors and assigns, and upon the Participants, the Policyholders, and
      their Assignees, Beneficiaries, heirs, executors, and administrators.

9.5   WELFARE PLAN UNDER ERISA. The Program is intended to constitute an
      "employee welfare benefit plan" within the meaning of Section 3(1) of
      ERISA, covering a select group of management or highly compensated
      employees.


ARTICLE 9                             - 25 -                  GENERAL PROVISIONS
<PAGE>
                  AT&T CORP. EXECUTIVE LIFE INSURANCE PROGRAM


9.6   PLAN DOCUMENT. This Program document is the plan document required by
      ERISA. The information contained herein provides the final and exclusive
      statement of the terms of the Program. Unless otherwise authorized by the
      Board or its delegate, no amendment or modification to this Program shall
      be effective until reduced to writing and adopted pursuant to Section 8.1.
      This document legally governs the operation of the Program, and any claim
      of right or entitlement under the Program shall be determined solely in
      accordance with its provisions pursuant to the provisions of Section 7. To
      the extent that there are any inconsistencies between the terms of the
      Insurance Policy or any related materials and the terms of this document,
      the terms of this document shall control and govern the operation of the
      Program. No other evidence, whether written or oral, shall be taken into
      account in determining the right of an Eligible Executive, a Participant,
      a Policyholder, a Beneficiary or an Assignee, as applicable, to any
      benefit of any type provided under the Program.

9.7   GOVERNING LAW. To the extent not preempted by applicable federal law, the
      Program shall be governed by and construed and interpreted in accordance
      with the laws of the State of New Jersey (irrespective of the choice of
      laws principles of the State of New Jersey).

9.8   SEVERABILITY. If any provision of this Program or the application thereof
      to any person or circumstance shall be held by a court of competent
      jurisdiction to be invalid or unenforceable under any applicable law, such
      event shall not affect or render invalid or unenforceable the remainder of
      the Program and shall not affect the application of any provision of the
      Program to any other person or circumstance.

9.9   HEADINGS. The headings and subheadings preceding the Sections of this
      Program have been inserted solely as a matter of convenience and
      reference, and shall not, in any manner, define or limit the scope or
      intent of any provision of this Program.

9.10  PROCEDURAL RULES. The Administrator shall establish rules, forms and
      procedures for the administration of this Program from time to time.

9.11  CONSTRUCTION. The use of the singular form herein shall be deemed to
      include the plural form, and vice versa, as appropriate. All references to
      Sections contained herein refer to Sections of this Program, unless
      otherwise stated. The use of the words "hereof," "herein," "hereunder,"
      and words of similar import shall refer to this entire Program, and not to
      any particular Section, subsection, clause, paragraph or other subdivision
      of this Program, unless the context clearly indicates otherwise. The word
      "or" shall not be exclusive; "may not" is prohibitive and not permissive.

ARTICLE 9                            - 26 -                   GENERAL PROVISIONS