RESOLVED:  that, effective October 23, 2000, the
following  plans and  programs,  as set forth in the attached  list of plans and
programs (see Schedule "A"),  attached to and made a part of these  resolutions,
are hereby amended (and the amendments set forth in these resolutions may not be
further  amended in any  manner  adverse to the  interests  of the  participants
without their consent) to provide the compensation  and benefits  described more
fully below;

                           RESOLVED:  that, effective October 23, 2000, the
following  terms,  when used in these  resolutions,  shall have the meanings set
forth below, unless the context clearly requires a different meaning:

          Change in  Control:  "Change in  Control"  shall have the  meaning set
     forth for such  phrase in the AT&T 1997 Long Term  Incentive  Program as of
     the effective date of these resolutions.

          Eligible  Employee:   "Eligible  Employee"  shall  mean  a  management
     employee of the Company  (including its  subsidiaries  and  affiliates,  as
     applicable)  who within two years  following a Change in Control has his or
     her  employment   involuntarily   terminated  (other  than  for  cause)  or
     terminates his or her employment for Good Reason.

          Good Reason:  "Good Reason" shall be determined,  prior to a Change in
     Control,  by the Company's  Executive Vice President - Human Resources,  in
     accordance  with  objective  criteria,  to mean:  for senior  managers  and
     executive salary grade level ("E-Band")  employees (or equivalent status in
     a  non-banded   employment   environment),   the  reduction  in  authority,
     responsibility or compensation or a business relocation beyond a reasonable
     distance from the employee's then principal  place of business  following a
     Change in Control;  for salary grade level "D" (or  equivalent  status in a
     non-banded  employment  environment),  a  reduction  in  compensation  or a
     business  relocation beyond a reasonable  distance from the employee's then
     principal place of business  following a Change in Control;  and for salary
     grade  levels  "A"  through  "C"  (or  equivalent  status  in a  non-banded
     employment environment),  a reduction in compensation following a Change in
     Control.

          Special Pension Enhancement:  "Special Pension Enhancement" shall mean
     the sum of (1) the present value of the portion of the Eligible  Employee's
     cash balance  account under the AT&T  Management  Pension Plan  ("AT&TMPP")
     derived from the special CIC credit (as defined below) plus (2) the portion
     of the  Eligible  Employee's  cash  balance  account  under the AT&T Excess
     Benefit and  Compensation  Plan derived from the special  excess CIC credit
     (as defined below).

                           RESOLVED:  that the AT&TMPP is hereby amended to
         provide that, as of the date an Eligible Employee terminates employment
         (for  purposes  of these  resolutions,  the  Eligible  Employee's  "CIC
         termination date"):

                  (1)  the Eligible Employee shall be one hundred percent vested
         in his or her accrued benefit;

                  (2)  all  unbridged  net  credited  service  (i.e.,  "term  of
         employment"  as  defined in the  AT&TMPP)  (hereinafter  "net  credited
         service") of the Eligible Employee shall be bridged,  provided that the
         unbridged net credited  service  otherwise would have been eligible for
         bridging under the bridging rules of the AT&TMPP; and

                  (3) if  the  Eligible  Employee  has a  portion  of his or her
         pension under a prior  formula that has not yet been  converted to cash
         balance,  the Eligible  Employee  shall be deemed to have completed any
         minimum  period  of net  credited  service  that  is  required  for the
         conversion;
<PAGE>
                           RESOLVED:  that the AT&TMPP is hereby amended to
provide  that each  Eligible  Employee  shall have  credited  to his or her cash
balance  account  as of the last day of the month in which a Change  in  Control
occurs a special  credit (for  purposes  of these  resolutions,  a "special  CIC
credit") in an amount equal to the Eligible  Employee's  eligible pay (up to the
applicable limit under Section  401(a)(17) of the Internal Revenue Code of 1986,
as amended  (the  "Code"))  for the  calendar  year  immediately  preceding  the
calendar year in which the Change in Control occurs, multiplied by the lesser of
(1) five  percent for each whole year of the  Eligible  Employee's  net credited
service as of the last day of the month in which a Change in Control occurs,  or
(2) one hundred percent;

                           RESOLVED:  that the AT&T Excess Benefit and
Compensation  Plan (the  "Excess  Plan") is hereby  amended to provide that each
Eligible  Employee shall have credited to his or her cash balance  account as of
the last day of the month in which a Change in Control occurs,  a special credit
(for purposes of these resolutions,  a "special excess CIC credit") in an amount
equal to the Eligible Employee's eligible pay (in excess of the applicable limit
under Code Section  401(a)(17)) for the calendar year immediately  preceding the
calendar year in which the Change in Control occurs, multiplied by the lesser of
(1) five  percent for each whole year of the  Eligible  Employee's  net credited
service as of the last day of the month in which the  Change in Control  occurs,
or (2) one hundred percent;

                           RESOLVED:  that the AT&TMPP is hereby amended to
provide that,  on or after an Eligible  Employee's  CIC  termination  date,  the
Eligible  Employee's  accrued  benefit  shall  equal  the  sum of (1) his or her
accrued benefit determined in accordance with the AT&TMPP then in effect without
regard to the special CIC credit,  and (2) the  accrued  benefit  determined  in
accordance  with the AT&TMPP  then in effect that would be derived only from the
portion of his or her cash  balance  account  attributable  to the  special  CIC
credit;

                           RESOLVED:  that the Excess Plan is hereby amended to
provide that,  on or after an Eligible  Employee's  CIC  termination  date,  the
Eligible  Employee's  accrued  benefit  shall  equal  the  sum of (1) his or her
accrued  benefit  determined in  accordance  with the Excess Plan then in effect
without  regard to the special  excess CIC credit,  and (2) the accrued  benefit
determined  in  accordance  with the  Excess  Plan then in effect  that would be
derived only from the portion of his or her cash balance account attributable to
the special excess CIC credit;

                           RESOLVED:  that the AT&TMPP is hereby amended to
provide  that an  Eligible  Employee  may elect to  receive  his or her  pension
benefit  after  termination  of  employment  under  the  forms of  benefit  then
available under the AT&TMPP or, alternatively, in a lump sum equal to the sum of
(1) the greater of (a) the present  value of the  Eligible  Employee's  pay base
formula  benefit,  or (b) the lump  sum  derived  from  his or her cash  balance
account without regard to the special CIC credit,  plus (2) the lump sum derived
from the portion of his or her cash balance account  attributable to the special
CIC credit.  The  present  value of the  Eligible  Employee's  pay base  formula
benefit  shall equal the  present  value of the  monthly  benefit  that would be
payable  in the  form  of a  single  life  annuity  as of  his  or  her  pension
commencement  date under the applicable pay base formula and shall be calculated
using the immediate  annuity factors  determined in accordance with Code Section
417(e)(3)(A) and Treasury  Regulation  Section  1.411(a)-11(a)(2).  The lump sum
derived from any portion of the Eligible  Employee's  cash balance account shall
equal the greater of the lump sum  determined in accordance  with AT&TMPP (which
is generally  equal to that  portion of his or her cash balance  account) or the
present value of his or her accrued  benefit  payable at normal  retirement  age
<PAGE>
derived from that portion of his or her cash balance  account in accordance with
the AT&TMPP and  calculated  using the deferred  annuity  factors  determined in
accordance  with Code  Section  417(e)(3)(A)  and  Treasury  Regulation  Section
1.411(a)-11(a)(2).  For  purposes  of this  resolution  and in  calculating  the
applicable  annuity factors under Code Section  417(e)(3)(A),  the interest rate
shall be the applicable  interest rate  determined in accordance  with temporary
Treasury  regulations with the "stability period" being the plan year containing
the Eligible Employee's pension commencement date and the "lookback month" being
the fifth calendar month preceding the stability period;

                           RESOLVED:  that the AT&TMPP is hereby amended to
provide that the cash payment option of an Eligible Employee shall be determined
based on the lump sum described in the immediately preceding resolution;

                           RESOLVED:  that the AT&T Long Term Savings Plan for
Management  Employees,  the AT&T Long Term  Savings  Plan,  the AT&T  Retirement
Savings and Profit Sharing Plan, the AT&T of Puerto Rico, Inc. Long Term Savings
and  Security  Plan,  the AT&T of Puerto Rico,  Inc.  Long Term Savings Plan for
Management  Employees,  and the AT&T Wireless  Services  401(k)  Retirement Plan
(hereinafter,  collectively,  the "Savings Plans") are hereby amended to provide
that, as of the date a Change in Control occurs, each Eligible Employee shall be
one hundred percent vested in his or her accrued benefit;

                           RESOLVED:  that the AT&T Non-Qualified Pension Plan
is hereby  amended to provide that,  as of the date a Change in Control  occurs,
each  participant  shall be one  hundred  percent  vested in his or her  accrued
benefit;

                           RESOLVED:  that the AT&T Senior Officer Severance
Plan and the AT&T  Senior  Management  Separation  Plan are  hereby  amended  to
provide an Eligible  Employee who is a senior manager (or equivalent status in a
non-banded employment  environment) with a severance benefit equal to the sum of
the  Eligible  Employee's  Special  Pension  Enhancement  (determined  as of the
Eligible  Employee's  termination of employment)  and a cash severance  payment,
where such cash severance payment is equal to (1) the sum of (a) three times the
Eligible  Employee's  annual  base  salary  (without  regard  to  decreases)  at
termination  of  employment,  (b) three  times the  Eligible  Employee's  target
short-term  bonus for the year in which the  Change in Control  occurs,  and (c)
with  respect to  Operations  Group (OG)  members,  three times the value of the
Eligible Employee's performance share target for the year in which the Change in
Control  occurs,  minus (2) ninety  percent of the Eligible  Employee's  Special
Pension Enhancement;

                           RESOLVED:  that the AT&T Special Executive
Separation Plan is hereby amended to provide an Eligible  Employee who is at the
executive  salary  grade  level  ("E-Band  level")  (or  equivalent  status in a
non-banded employment  environment) with a severance benefit equal to the sum of
the  Eligible  Employee's  Special  Pension  Enhancement  (determined  as of the
Eligible  Employee's  termination of employment)  and a cash severance  payment,
where such cash  severance  payment is equal to (1) the sum of (a) two times the
Eligible  Employee's  annual  base  salary  (without  regard  to  decreases)  at
termination  of  employment,  and (b) two times the Eligible  Employee's  target
short-term  bonus for the year in which the Change in Control occurs,  minus (2)
ninety percent of the Eligible Employee's Special Pension Enhancement;
<PAGE>
                           RESOLVED:  that the AT&T Separation Plan is hereby
amended to provide  an  Eligible  Employee  who is at a salary  grade  level "A"
("A-Band  level") through salary grade level "D" ("D-Band level") (or equivalent
status in a  non-banded  employment  environment),  inclusive,  with a severance
benefit equal to the sum of the Eligible  Employee's Special Pension Enhancement
(determined as of the Eligible Employee's  termination of employment) and a cash
severance  payment,  where such cash severance  payment is equal to whichever of
the following amounts is applicable to the Eligible Employee:

          (1)  Salary  Grade  Level  "D":  An amount  equal to (a) two times the
     Eligible  Employee's  annual base salary  (without  regard to decreases) at
     termination  of  employment,  minus  (b)  ninety  percent  of the  Eligible
     Employee's Special Pension Enhancement;

          (2) Salary  Grade Level "C": An amount equal to (a) the greater of (i)
     twelve months base salary,  or (ii) one month's base salary (without regard
     to decreases)  times the Eligible  Employee's years of net credited service
     (up to a maximum of twenty-four years of net credited  service),  minus (b)
     ninety percent of the Eligible Employee's Special Pension Enhancement; or

          (3) Salary Grade Levels "A" and "B": An amount equal to (a) the sum of
     (i) twelve weeks pay(without regard to decreases),  plus (ii) two weeks pay
     (without  regard  to  decreases)  multiplied  by his or  her  years  of net
     credited  service  (up to a maximum of  twenty-five  years of net  credited
     service),  minus (b) ninety  percent  of the  Eligible  Employee's  Special
     Pension Enhancement;

                           RESOLVED:  that to the extent an Eligible Employee
has a "change in control"  provision  in his or her  employment,  retention,  or
other form of written  agreement with the Company,  such Eligible Employee shall
be entitled to receive,  as determined by the Executive  Vice  President - Human
Resources, in her sole discretion,  prior to a Change in Control, the greater of
(1) the aggregate value of the benefits provided to such Eligible Employee under
the  plans  and  programs  identified  in  Schedule  "A",  as  amended  by these
resolutions,  or (2) the value of the  aggregate  "change  in  control"  benefit
provided  under  his or her  employment,  retention  or  other  form of  written
agreement.  As determined by the Executive Vice President - Human Resources,  in
her sole  discretion,  prior to a  Change  in  Control,  no  provision  of these
resolutions shall duplicate  benefits under any other plan or arrangement of the
Company;

                           RESOLVED:  that the Company shall provide a cash
payment to the Eligible Employee  (following a Change in Control),  in an amount
necessary  to  completely  eliminate  the  adverse  tax  effect on the  Eligible
Employee of any excise  taxes that the  Eligible  Employee  may incur under Code
Section 4999(a) as the recipient of an "excess parachute payment" (as defined in
Code Section  280G(b)(1)  and Proposed  Treasury  Regulation  Section  1.280G-1,
Q&A-3)  and  related  gross-up  payments;  the  amount to be  reimbursed  to the
Eligible  Employee shall be determined by the Company's  independent  accounting
firm  responsible  for  the  Company's  financial   statements  for  the  period
immediately prior to the Change in Control;

                           RESOLVED:  that the AT&T Special Executive
Separation  Plan is hereby amended to provide that if an Eligible  Employee is a
participant  (an "EBLIP  Participant")  in the AT&T Corp.  Executive  Basic Life
Insurance  Program  (the  "EBLIP")  and  has  not  attained  his or  her  normal
termination date (as defined in the EBLIP) at the time of his or her termination
of employment from the Company,  the Company shall make a lump sum present value
payment to the EBLIP  Participant (or his or her assignee,  as applicable) equal
<PAGE>
to the sum of (1) the excess (if any) (the "EBLIP Payment") of (a) the estimated
(but not guaranteed) amount (for purposes of these resolutions,  the "EBLIP Paid
Up Policy Amount") of the EBLIP life insurance  policy (the "EBLIP Policy") cash
value that would be sufficient to provide for continuation of insurance coverage
under the EBLIP Policy (based on assumptions  consistent with  assumptions  used
under the EBLIP  immediately  prior to the Change in  Control),  with  projected
coverage equal to the applicable  benefit amount (as defined in the EBLIP) as if
the EBLIP Participant had continued to be an active  management  employee of the
Company until attainment of his or her normal  termination date (assuming annual
base  pay is  fixed  at  his  or her  highest  rate  of  pay as of the  date  of
termination of  employment),  over (b) the cash value of the EBLIP Policy at the
time of transfer to the EBLIP  Participant  or his or her  assignee;  and (2) as
determined by the Company's Executive Vice President - Human Resources, prior to
the  occurrence of a Change in Control,  a tax  adjustment  payment on the EBLIP
Payment consistent with the tax adjustment  provisions of the SMULIP (as defined
below and as in effect immediately prior to the Change in Control);

                           RESOLVED:  that the EBLIP is hereby amended to
provide that if an EBLIP Participant who is an Eligible Employee has not reached
his or her normal  termination date (as defined in the EBLIP) at the time of his
or her  termination of  employment,  then  notwithstanding  any provision of the
EBLIP to the  contrary,  the  EBLIP  Policy  shall be  transferred  to the EBLIP
Participant (or his or her assignee,  as applicable) as soon as administratively
possible after the EBLIP  Participant's  employment  termination date; the EBLIP
Policy shall, at the time of transfer,  have a cash value equal to the lesser of
(1) the  amount  of the  cash  value  of the  EBLIP  Policy  at the  time of the
transfer,  or (2) the EBLIP Paid Up Policy  Amount (as described in a resolution
that appears above). If the cash value of the EBLIP Policy  immediately prior to
the time of transfer to the EBLIP Participant or his or her assignee exceeds the
EBLIP Paid Up Policy  Amount,  the Company shall withdraw such excess cash value
before transferring the EBLIP Policy;

                           RESOLVED:  that the AT&T Senior Officer Severance
Plan and the AT&T  Senior  Management  Separation  Plan are  hereby  amended  to
provide  that  if  an  Eligible   Employee  who  is  a  participant  (a  "SMULIP
Participant")  in the AT&T Corp.  Senior  Management  Universal  Life  Insurance
Program (the "SMULIP") has not attained his or her normal  termination  date (as
defined in the SMULIP) at the time of his or her  termination of employment from
the  Company,  the Company  shall make a lump sum present  value  payment to the
policyholder (as defined in the SMULIP) for the insurance policy on the Eligible
Employee's life (the "SMULIP Policy") (or the policyholder's  assignee,  if any)
equal to the sum of (1) the excess,  if any,  (the "SMULIP  Payment") of (a) the
estimated (but not guaranteed)  amount (for purposes of these  resolutions,  the
"SMULIP  Paid Up Policy  Amount")  of SMULIP  Policy  cash  value  that would be
sufficient to provide for  continuation  of insurance  coverage under the SMULIP
Policy (based on assumptions  consistent with  assumptions used under the SMULIP
immediately  prior to the Change in Control),  with projected  coverage equal to
the  applicable  benefit  amount (as defined in the SMULIP) that would have been
applicable if the Eligible Employee had continued to be an active senior manager
of the Company until attainment of his or her normal  termination date (assuming
annual  base pay is fixed  at his or her  highest  rate of pay as of the date of
termination of  employment)  over (b) the cash value of the SMULIP Policy on the
Eligible  Employee's  employment  termination  date,  and  (2) a tax  adjustment
payment on the SMULIP Payment (to be determined in an manner consistent with the
tax  adjustment  provisions  of the  SMULIP in effect  immediately  prior to the
Change in Control);
<PAGE>
                           RESOLVED:  that the EBLIP and the SMULIP are each
hereby  amended to provide that the Company will  continue to maintain the EBLIP
and the  SMULIP  in  accordance  with  their  respective  terms  and  conditions
(including,  but not  limited  to, the  making of all  required  life  insurance
premium  payments to the  applicable  insurance  company),  without any material
reduction in any benefits,  features or plan participant or policyholder  rights
for a minimum of two years after a Change in Control occurs;

                           RESOLVED:  that the AT&T Senior Officer Severance
Plan, the AT&T Senior  Management  Separation  Plan, the AT&T Special  Executive
Separation  Plan and the AT&T Separation Plan are each hereby amended to provide
for an Eligible  Employee to receive a reimbursement  for reasonable  legal fees
incurred in any dispute  arising from the  Eligible  Employee's  termination  of
employment  with the Company if a final  decision in connection  with a material
issue of the litigation (or arbitration) involving the termination of employment
is  issued  in the  Eligible  Employee's  favor  by an  arbitrator  or  court of
competent jurisdiction;

                           RESOLVED:  that the AT&T Senior Officer Severance
Plan, the AT&T Senior Management Separation Plan, and the AT&T Special Executive
Separation  Plan are each hereby amended to provide for an Eligible  Employee to
receive  a lump sum cash  payment  in an  amount  sufficient,  after  taxes  (as
determined  by the  Company  in its sole  discretion),  to pay for two  years of
financial counseling from a qualified financial counselor;

                           RESOLVED:  that the AT&T Senior Management Incentive
Award Deferral Plan  ("Deferral  Plan") shall hereby be amended to provide that,
upon the occurrence of a potential  change in control or a change in control (as
those  terms are  defined  in the AT&T Corp.  Benefits  Protection  Trust),  the
Deferral Plan shall (1) include the individual  deferral agreements made between
the  Company  and the  senior  managers  as  identified  by the  Executive  Vice
President  - Human  Resources,  and (2) cause each of such  individual  deferral
agreements to be treated in a manner consistent with their respective terms;

                           RESOLVED:  that the Deferral Plan is hereby amended
to provide  that the  interest  rate to be applied to an  employee's  (or former
employee's) deferred account balance under the Deferral Plan at any time after a
Change in Control  occurs  shall in no event be less than the rates of  interest
that were being  applied to the  respective  employee's  (or former  employee's)
deferred account balance under the terms of the Deferral Plan (or any individual
deferral  agreements)  immediately  prior to the  occurrence  of such  Change in
Control;

                           RESOLVED:  that the Deferral Plan (including any
individual deferral  agreements) is hereby amended to provide that any non-fully
vested deferred  account balance of any employee (or former  employee) under the
Deferral Plan shall become fully vested and nonforfeitable  immediately upon the
occurrence of a Change in Control;

                           RESOLVED:  that, notwithstanding anything to the
contrary  in the  resolutions  of the  Board  adopted  at its  meetings  held on
December 18, 1991 and November 17, 1993, once a determination is made that Trust
Account "A" is fully funded (i.e.,  the "Full Funding  Amount" as defined in the
AT&T Corp. Benefits  Protection Trust ("the "Trust")),  Trust Account "B" of the
Trust  (currently  covering  the  Deferral  Plan,  and for  periods  following a
potential  change in control or a change in control,  as those terms are defined
in the Trust, also covering the individual deferral  agreements) shall be funded
on a systematic  actuarial  basis,  subject to the terms and  conditions  of the
Trust  (including the immediate  funding  obligations upon a potential change in
<PAGE>
control and a change in control). For purposes of this resolution, a "systematic
actuarial  basis" shall be determined as the net present value of benefits under
the Deferral Plan based on active and retired plan  participants'  Deferral Plan
account  balances,  projected  to future  payout  dates in  accordance  with the
payment schedule applicable to each plan participant,  discounted to the date of
the potential change in control or change in control (as those terms are defined
in the Trust)  using the  interest  rate  assumptions  (on an  after-tax  basis)
utilized by the Company under the AT&TMPP as of the date of the potential change
in control or change in control.  For purposes of  projecting  current  Deferral
Plan account  balances to future payout  dates,  a rate or set of rates equal to
the interest crediting rate or rates (in use on the date of the potential change
in control or change in control)  applied to various balances under the Deferral
Plan shall be used.  In cases where a plan  participant's  date of retirement or
termination  or employment was elected as the future initial payout date for one
or more deferral  elections made under the Deferral Plan, the later of age 60 or
the plan  participant's age as of the date of the potential change in control or
change in control shall be used;

                           RESOLVED:  that the terms and conditions of all
outstanding  performance share awards and other stock unit awards under the 1987
Long Term Incentive  Program and the AT&T 1997 Long Term Incentive Program shall
be amended to clarify that provisions  stating that performance awards of shares
shall be  payable  in full and  immediately  settled in the event of a Change in
Control  are not  intended to infer that a pro rata  settlement  be made for the
expired portion of any open performance  period during which a Change in Control
occurs,  but rather are  intended to provide that the payout and  settlement  of
performance  shares for any open performance  periods at the time of a Change in
Control shall be based on the greater of:

          (1) the target number of performance  shares multiplied by the greater
     of (a) the fair market  value of the shares on the grant  date,  or (b) the
     fair market value of the shares at time of the Change in Control, or

          (2) the number or performance  shares based on the performance  factor
     to date  multiplied  by the  greater  of (a) the fair  market  value of the
     shares on the grant  date,  or (b) the fair  market  value of the shares at
     time of the Change in Control;

                           RESOLVED:  that the Executive Vice President - Human

Resources is hereby instructed and empowered to determine the specific terms and
conditions of an amendment to each outstanding performance share award and other
stock unit grant to effect the intent of the preceding resolution.

                           RESOLVED:  that the AT&T Short Term Incentive Plan
(the  "AT&TSTIP")  is hereby  amended to provide that an  employee's  short term
incentive  awards (if any) under the  AT&TSTIP for the  performance  year during
which a Change in Control  occurs  shall be pro rated  through the date on which
the Change in Control occurs and paid out as soon as  administratively  possible
after the  occurrence  of the Change in Control (and the Deferral Plan is hereby
amended to preclude the deferral of any such payment under the Deferral Plan) at
the  greater of (1) the target  award (as defined in the  AT&TSTIP),  or (2) the
current performance factor;

                           RESOLVED:  that AT&T's ancillary retirement-related
benefit plans and programs (as identified in the resolutions  that appear below)
are each hereby amended to provide that, in addition to those  employees who are
otherwise  eligible to participate in the plans, based on the plans' eligibility
criteria, an Eligible Employee of a Participating Company (for purposes of these
<PAGE>
resolutions,  a  "Participating  Company" is AT&T Corp.  and any  subsidiary  or
affiliated  company  of AT&T Corp.  that is a  participating  company  under the
applicable  terms of the  respective  plan  immediately  prior to the  Change in
Control) shall be eligible to  participate in those plans and programs  (subject
to  all   existing   terms   and   conditions   of  the   respective   ancillary
retirement-related plans and programs) if the following conditions are satisfied
(such conditions are collectively referred to herein as the "CIC Rule of 65"):

          (1) the sum of the Eligible  Employee's  age and net credited  service
     (both  expressed  in  days)  determined  as  of  the  Eligible   Employee's
     termination  date is no less than 23,725 days (which  equals the product of
     65 years and 365 days per year),

          (2) the  Eligible  Employee  has at least five  years of net  credited
     service as of the Eligible Employee's termination date, and

          (3) with respect to eligibility for Company-paid postretirement health
     benefits under the AT&T Medical Expense Plan for Retired  Employees and the
     AT&T  Dental  Expense  Plan for  Retired  Employees,  and  eligibility  for
     postretirement  life insurance benefits under the AT&T Group Life Insurance
     Plan,   the  Eligible   Employee  (a)  was  on  the  active  payroll  of  a
     Participating  Company or on an approved  leave of absence with  guaranteed
     right of reinstatement to any  Participating  Company on December 31, 1999,
     and  (b)  had  five  or  more  years  of  net  credited  service  with  any
     Participating Company as of December 31, 1999;

                           RESOLVED:  that, for purposes of the CIC Rule of 65
(as stated in the preceding  resolution),  an Eligible  Employee's  net credited
service shall be as determined  in accordance  with the terms and  conditions of
AT&T's  ancillary  retirement-related  benefit  plans  and  programs,  provided,
however,  that net credited service shall not include any service resulting from
a transition leave of absence;

                           RESOLVED:  that the CIC Rule of 65 (as stated in a
resolution  that appears above) shall apply to the AT&T Medical Expense Plan for
Retired Employees,  the AT&T Dental Expense Plan for Retired Employees, the AT&T
Group Life  Insurance  Plan  (subject  to the  existing  maximum  limitation  on
benefits for employees  terminating  employment  after December 31, 2000),  and,
upon the approval of the  Executive  Vice  President - Human  Resources,  may be
extended,  in her  sole  discretion,  prior  to a Change  in  Control,  to other
applicable  ancillary  retirement-related  benefit  plans  and  programs  of the
Company;

                           RESOLVED:  that the AT&T Medical Expense Plan for
Management Employees and the AT&T Dental Expense Plan for Active Employees,  are
each hereby amended to provide that (1) the Company shall pay the full amount of
an Eligible  Employee's premium payments for the cost of continuation of medical
coverage or dental  coverage under the AT&T Medical  Expense Plan for Management
Employees or the AT&T Dental  Expense Plan for Active  Employees,  respectively,
for the  Eligible  Employee,  his or her lawful  spouse,  and  eligible  Class I
dependents  (provided  that the lawful  spouse  and/or Class I  dependents  were
covered under the respective plan immediately  prior to the Eligible  Employee's
termination of employment) for a period of up to eighteen  months  following the
end of the month during which the Eligible Employee's  termination of employment
occurs,   and  (2)  such   Company-paid   continuation  of  coverage  shall  run
concurrently with any rights to continuation of coverage the Eligible  Employee,
his or her lawful  spouse,  and eligible  Class I dependents  may otherwise have
under the portions of the AT&T Medical Expense Plan for Management Employees and
the AT&T Dental Expense Plan for Active  Employees that implement the applicable
provisions  of the  Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985
("COBRA");
<PAGE>
                           RESOLVED:  that the AT&T Group Life Insurance Plan
is hereby  amended to provide  that if an Eligible  Employee is not eligible for
postretirement life insurance benefits under the AT&T Group Life Insurance Plan,
as  amended to  include  the CIC Rule of 65, the amount of basic life  insurance
coverage for such Eligible  Employee in effect  immediately  prior to his or her
termination of employment shall be continued,  at Company expense,  for a period
of twelve months after the Eligible Employee's termination date;

                           RESOLVED:  that, unless required by applicable law,
each of the above-referenced employee benefit plans, programs and perquisites of
the Company are each hereby  amended to provide  that upon the  occurrence  of a
Change in Control, no amendment may be made by the Board, the Company (including
any successor to the Company),  any committee,  any officer, any employee of the
Company or any other  party to  suspend,  modify,  or  eliminate  the  severance
provisions and the severance-related benefit provisions that are applicable upon
the occurrence of a Change in Control;

                          RESOLVED:        that, the foregoing amendments to the
above-referenced  plans,  programs  and  perquisites  shall be  subject  to such
changes,  including  retroactive  changes, as may be necessary to conform to the
above  resolutions and, when  applicable,  to obtain an Internal Revenue Service
(IRS)  determination  that such plans are qualified and their associated  trusts
tax exempt (the "Qualified Plans"), under the Code and such other changes as may
be necessary to comply with applicable law; however,  if the IRS determines that
one or more of the Qualified Plans are not qualified and exempt by reason of any
such amendment, then such amendment shall be of no force and effect;

                           RESOLVED:        that, the Executive Vice President -
Human Resources (or her successor) or her delegate,  with the concurrence of the
Law  Division  and  the  Chairman  of the  Compensation  and  Employee  Benefits
Committee of the Board, is authorized,  without  further Board approval,  to (1)
incorporate appropriate language into the plan, program and perquisite documents
identified  above to reflect properly the provisions and intent of the foregoing
amendments,  (2) amend any other  savings  plan of the  Company to  provide  for
immediate  vesting  consistent  with the intent of the design  presented  to the
Board,  (3) make such  administrative  amendments  necessary or  appropriate  to
implement the foregoing  resolutions  and that are consistent with the intent of
the design  presented to the Board, (4) include one or more companies within the
AT&T  controlled  group of companies to  participate  in these Change in Control
provisions,  and (5) direct that AT&T  Wireless,  AT&T  Broadband and such other
controlled  group companies that do not participate in the plans described above
shall have their corresponding plans amended, as appropriate,  with approval of,
and to the extent  determined by, the Executive Vice President - Human Resources
and the AT&T Law  Division  to conform  to these  resolutions,  effective  as of
October 23, 2000,  (6) take such further action  including,  but not limited to,
contracting  with vendors,  service  providers  (including  retirement  planning
providers for Eligible Employees),  and consultants,  as she considers necessary
or appropriate to implement the foregoing  resolutions including compliance with
legal, statutory, and regulatory requirements.
<PAGE>

                                  Schedule "A"

AT&T 1987 Long Term Incentive Plan
AT&T 1997 Long Term Incentive Program

AT&T Corp.  Executive Basic Life Insurance  Program AT&T Corp. Senior Management
Universal Life Insurance  Program AT&T Dental Expense Plan for Active  Employees
AT&T Dental  Expense Plan for Retired  Employees  AT&T Group Life Insurance Plan
AT&T Long Term Care Plan for Retired  Employees  AT&T Long Term Savings Plan for
Management  Employees AT&T Management Pension Plan AT&T Medical Expense Plan for
Management Employees AT&T Medical Expense Plan for Retired Employees AT&T Merger
& Acquisition Retirement Savings Plan AT&T Retirement Savings and Profit Sharing
Plan AT&T Senior Management Incentive Award Deferral Plan AT&T Senior Management
Separation  Plan AT&T Senior Officer  Severance Plan AT&T  Separation  Plan AT&T
Special Executive  Separation Plan AT&T  Supplementary  Life Insurance Plan AT&T
Supplemental  Variable  Universal Life Insurance  Program AT&T Long Term Savings
Plan AT&T of Puerto  Rico,  Inc.  Long Term  Savings and  Security  Plan AT&T of
Puerto Rico, Inc. Long Term Savings Plan for Management  Employees AT&T Wireless
Services 401(k) Retirement Plan

and such other  benefit  plans , programs or  perquisites  as may be  described,
impacted or  affected,  directly or  indirectly,  by the  resolutions  set forth
above.