<PAGE>

                                                            EXHIBIT 10(iii)(a)18

                       AT&T SENIOR OFFICER SEPARATION PLAN

                                  PLAN DOCUMENT

                                       AND

                            SUMMARY PLAN DESCRIPTION

                  (AMENDED AND RESTATED AS OF JANUARY 1, 2003)

THIS DOCUMENT, LIKE ALL COMPANY PLANS, PERSONNEL POLICIES OR PRACTICES, IS NOT A
CONTRACT OF EMPLOYMENT. IT IS NOT INTENDED TO CREATE, AND IT SHOULD NOT BE
CONSTRUED TO CREATE, ANY CONTRACTUAL RIGHTS TO CONTINUED EMPLOYMENT, EITHER
EXPRESS OR IMPLIED, BETWEEN THE COMPANY AND ITS EMPLOYEES.

AT AT&T CORP., THE EMPLOYMENT RELATIONSHIP WITH EMPLOYEES COVERED BY THIS PLAN
IS "AT-WILL." THIS MEANS THAT EMPLOYEES HAVE THE RIGHT TO QUIT THEIR EMPLOYMENT
AT ANY TIME AND FOR ANY REASON, AND THE COMPANY RESERVES THE RIGHT TO TERMINATE
ANY EMPLOYEE'S EMPLOYMENT, WITH OR WITHOUT CAUSE, AT ANY TIME FOR ANY REASON,
SUBJECT TO THE RIGHTS OF ELIGIBLE SENIOR OFFICERS TO BENEFITS PROVIDED BY THIS
PLAN.

IN THE EVENT THERE IS A CONFLICT BETWEEN STATEMENTS IN THIS PLAN AND THE TERMS
OF ANY OTHER BENEFIT PLAN, POLICY, OR PRACTICE, THE APPLICABLE BENEFIT PLAN,
POLICY OR PRACTICE PROVIDING THE BENEFITS IN QUESTION WILL CONTROL. AT&T CORP.
RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, SUSPEND, CHANGE, OR TERMINATE ITS
EMPLOYEE BENEFIT PLANS OR EXECUTIVE LEVEL INCENTIVE, BENEFIT AND/OR PERQUISITE
PLANS, PROGRAMS, POLICIES OR PRACTICES.

AT&T Senior Officer Separation Plan

                                       1
                            Proprietary (Restricted)

<PAGE>

                       AT&T SENIOR OFFICER SEPARATION PLAN

                                  PLAN DOCUMENT

                                       AND

                            SUMMARY PLAN DESCRIPTION

A.       OVERVIEW

The AT&T Senior Officer Separation Plan, which includes the attached Appendix A,
Appendix B and Appendix C, and Schedule 1 (collectively, the "Plan"), which was
originally adopted as of October 9, 1997 and periodically amended, is now
amended and restated, effective January 1, 2003 ("Effective Date"). The Plan is
designed to provide certain supplemental payments and benefit enhancements to
eligible senior management employees of AT&T Corp. ("AT&T") and its Affiliates
(as defined below) who are designated by the Board of Directors of AT&T Corp.
(the "Board") as eligible to participate in this Plan ("Senior Officers"), and
whose employment is terminated under circumstances set forth in this Plan. In
this Plan, AT&T, and, in the event of a "Change in Control" of AT&T Corp., as
that term is defined in the AT&T 1997 Long Term Incentive Program in effect as
of October 23, 2000 ("CIC"), the successor to AT&T, and its subsidiaries and
affiliates, are referred to collectively as the "Company". A Senior Officer will
become eligible for benefits under this Plan only if the conditions for
eligibility, as set forth in Section E of this Plan, are met. Appendix A to this
Plan contains certain specific provisions for the operation of the Plan
following a CIC which become operative as a result of the CIC, including
provisions regarding eligibility to receive benefits.

This Plan supersedes all prior versions of the AT&T Senior Officer Separation
Plan (previously named the AT&T Senior Officer Severance Plan). Except as
otherwise expressly provided pursuant to this Plan, this Plan shall be construed
and administered in a manner which avoids duplication of compensation and
benefits which may be provided under any other plan, program, policy, or other
arrangement. In the event a Participant is covered by an individual arrangement
in effect as of his or her Final Payroll Date that may duplicate the Severance
Payment provided for in Section F.1, or certain of the post-termination benefits
provided for in Sections F.2 - F.11, or the Severance Payment or benefits
provided by Appendix A, the Executive Vice President - Human Resources is
specifically empowered to reduce or eliminate the duplicative benefits provided
for under the Plan. In taking such action, the Executive Vice President - Human
Resources will be guided by the principles that (1) such a Participant will be

AT&T Senior Officer Separation Plan

                                        2
                            Proprietary (Restricted)

<PAGE>

treated, for the purpose of the Sections specified above, no more or no less
favorably than are other Participants who are not covered by such individual
arrangements and (2) individual arrangement provisions (e.g., individual
pension/deferral accounts) which are not duplicative of the Severance Payment
provided for in Section F.1, or the post-termination benefits specified in
Sections F.2 - F.11, or the Severance Payment or benefits provided by Appendix
A, will not be considered in determining elimination and/or reductions in Plan
benefits.

B.       DEFINITIONS

For purposes of this Plan:

"Affiliate" means any entity that is within AT&T's controlled group of
corporations within the meaning of Section 1563 of the Internal Revenue Code of
1986, as amended (the "Code").

"Cause" means:

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

         (ii) intentional or grossly negligent disclosure of confidential or
         trade secret information of the Company to anyone not entitled to such
         information;

         (iii) omission or dereliction of any statutory or common law duty of
         loyalty to the Company;

         (iv) violation of the Company's Code of Conduct or any other written
         Company policy; or

         (v) repeated failure to carry out the Senior Officer's duties despite
         specific instruction to do so.

"Eligible for Retirement-Related Benefits" means that a Participant, or a CIC
Eligible Senior Officer, has satisfied the minimum age and service requirements
for the benefits provided under the terms of the AT&T Corp. Post Retirement
Welfare Benefits Plan, or the successor to such plan, as amended from time to
time, as of his or her Final Payroll Date.

"Final Payroll Date" means the date the Participant or the CIC Eligible Senior
Officer actually terminates employment with the Company in accordance with the
terms and conditions of this Plan, including Appendix A, if applicable.

AT&T Senior Officer Separation Plan

                                        3
                            Proprietary (Restricted)

<PAGE>

"Good Reason" shall mean the occurrence of either of the following events
without the Senior Officer's express written consent:

         (i)      the material reduction of the Senior Officer's authority or
                  responsibility; or

         (ii)     a Reduction in Compensation (as defined below).

Whether a reduction in a Senior Officer's authority or responsibility is
material shall be determined in accordance with the criteria established by
AT&T's Executive Vice President - Human Resources and set forth in Schedule 1 to
this Plan; provided, however, that (1) the Company's decision not to continue an
Operations Group (or similar governance body); or (2) changes in reporting
relationships; or (3) a reduction in the Participant's business unit's budget or
a reduction in the Participant's business unit's head count, by themselves, do
not constitute Good Reason.

"Participant" means a senior management employee who has been designated by the
Board (or the successor to the Board) as an individual who is eligible to
participate in this Plan.

"Participant Notification Form" means the form indicating that a Senior Officer
has been designated as an individual whose employment is being terminated
pursuant to the terms of this Plan, or who has elected to terminate employment
for Good Reason.

"Reduction in Compensation" shall mean a reduction in the Participant's "Total
Annual Compensation" (defined as the sum of the Participant's Annual Base Salary
Rate, Target Annual Incentive and "Target Annual Long Term Incentive Grants" (or
their equivalent within the context of a successor employer's compensation plans
and programs)) for any calendar or fiscal year, as applicable, to an amount that
is less than the Senior Officer's Total Annual Compensation that existed
immediately prior to such reduction. For purposes of this definition, the dollar
value of the "Target Annual Long Term Incentive Grants" shall mean, in general,
compensatory equity-based incentive compensation, however, it could also include
cash long term incentives, but shall exclude the value of any special one-time
or periodic long-term incentive grants, and shall be determined by valuing
Performance Shares, Stock Units, Restricted Stock, Restricted Stock Units, etc.,
at the market share price utilized in valuing the annual senior management
compensation structures in the materials presented to the Compensation and
Employee Benefits Committee of the Company's Board of Directors ("the
Committee"), or other such management committee or committee of the Board Of
Directors or duly authorized officer of the successor to AT&T Corp., when
authorizing such grants, and assuming 100% performance achievement if such
grants include performance criteria. For the purposes of this definition, Stock
Options and Stock Appreciation Rights will

AT&T Senior Officer Separation Plan

                                        4
                            Proprietary (Restricted)

<PAGE>

be valued by the Black-Scholes methodology (and related share price) as utilized
in the materials presented to the Committee, or other such management committee
or committee of the Board Of Directors or duly authorized officer of the
successor to AT&T Corp., when authorizing such grants.

"Termination Year" means the calendar year during which the Participant's or CIC
Eligible Senior Officer's Final Payroll Date occurs.

C.       TYPE OF PLAN

This Plan is intended to be, and shall be interpreted as an unfunded employee
welfare benefit plan under Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 2520.104-24 of the
Department of Labor Regulations, maintained primarily for the purpose of
providing employee welfare benefits, to the extent that it provides welfare
benefits and, under Sections 201, 301 and 401 of ERISA, as a plan that is
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, to the extent that
it provides other benefits.

D.       PLAN PARTICIPATION

An individual shall participate in this Plan if he or she is designated by the
Board (or the successor to Board) as being eligible to participate in the Plan.
The Board, or its delegate, shall have complete discretionary authority to
remove an individual from participation and eligibility for benefits under the
Plan. For a period of two years following a CIC, an individual cannot be removed
from Participation.

The Board, or its delegate, shall have complete discretionary authority to
determine if and when, and to what organizations, positions and groups of senior
management employees, this Plan is to be applied.

E.       ELIGIBILITY TO RECEIVE BENEFITS

1.       BASIC ELIGIBILITY REQUIREMENTS

A Participant or CIC Eligible Senior Officer will receive the payments and
benefits described in this Plan, including any benefits that may be provided
pursuant to the terms of Appendix A hereto, only if the conditions listed in
clause (i) or (ii) and the condition listed in clause (iii) below are satisfied:

AT&T Senior Officer Separation Plan

                                        5
                            Proprietary (Restricted)

<PAGE>

         (i)      The Senior Officer terminates his or her employment with the
                  Company at the initiation of the Company, in accordance with
                  the terms and conditions of this Plan, other than (a) with
                  eligibility for benefits under any AT&T long term disability
                  plan, or (b) for Cause. A Senior Officer, other than a CIC
                  Eligible Senior Officer, shall receive a Participant
                  Notification Form that shall indicate his or her termination
                  pursuant to the terms of this Plan. The Participant
                  Notification Form shall include the Participant's Final
                  Payroll Date; or

         (ii)     The Senior Officer elects to terminate his or her employment
                  with the Company for Good Reason, having satisfied the
                  Notification provisions set forth below and having obtained
                  the Company's agreement that the Senior Officer has Good
                  Reason to terminate employment, or, in the absence of such
                  agreement, having successfully arbitrated his or her claim
                  that Good Reason occurred, pursuant to the provisions of
                  Section M. In such event, the Senior Officer shall receive a
                  Participant Notification Form which shall include the
                  Participant's Final Payroll Date; and

         (iii)    The Senior Officer executes a Waiver and Release ("Release")
                  (a copy of which is attached as Appendix B), and the time
                  during which the Senior Officer may revoke the Release has
                  expired without revocation.

Notwithstanding the foregoing, the Senior Officer shall remain subject to the
forfeiture and repayment provisions set forth in Section J of this Plan.

2.       NOTIFICATION REQUIREMENTS FOR TERMINATION FOR GOOD REASON

In the event a Senior Officer determines that Good Reason exists to elect to
terminate his or her employment with the Company, the Senior Officer must notify
the Executive Vice President - Human Resources in writing of the specific event
which the Senior Officer believes constitutes Good Reason within thirty (30)
days of the occurrence of such event.

Within ten (10) business days of the Company's receipt of such written notice,
the Company shall notify the Senior Officer that it agrees or disagrees with the
Senior Officer's determination that the event specified in the Senior Officer's
notice constitutes Good Reason. The Company shall have thirty (30) days from its
receipt of the Senior Officer's written notice in which to remedy any event
specified in such notice as constituting Good Reason. The Company's notification
that it agrees with the Senior Officer's determination shall state whether or
not it will take action to remedy the event constituting Good Reason.

In the event the Company notifies the Senior Officer that it agrees with the
Senior Officer's determination that the event specified in the Senior Officer's
notice constitutes Good Reason, but will not take action to remedy the event,
the

AT&T Senior Officer Separation Plan

                                        6
                            Proprietary (Restricted)

<PAGE>

Senior Officer shall receive a Participant Notification Form within five
business days thereafter, which shall include the Participant's Final Payroll
Date, which date shall be two weeks from the date of delivery of the Participant
Notification Form, or such earlier or later date as the Company and the Senior
Officer shall mutually agree.

In the event the Company notifies the Senior Officer that it disagrees with the
Senior Officer's determination that the event specified in the Senior Officer's
notice constitutes Good Reason, or in the event the Senior Officer believes that
the corrective actions taken by the Company fail to adequately address the event
claimed to constitute Good Reason specified in the Senior Officer's notice, the
procedures set forth in Sections L and M of this Plan shall apply. If the Senior
Officer's claim or arbitration is ultimately concluded in the Senior Officer's
favor, the Senior Officer shall receive a Participant Notification Form, which
shall include the Participant's Final Payroll Date.

F.       PLAN PAYMENTS AND BENEFITS

A Participant who satisfies the conditions for receipt of benefits or payments
under Section E shall be entitled to the following:

1.       SEVERANCE PAYMENT

A Participant shall receive a severance payment under this Section F.1 that will
equal two hundred percent (200%) of the sum of (i) the Participant's annual base
salary rate, plus (ii) the Participant's target annual incentive, (such sum to
be referred to as the "Severance Payment"), in each case, determined as of the
Participant's Final Payroll Date, as indicated on the Participant Notification
Form; provided, however, that if a Participant's termination for Good Reason
results from a Reduction in Compensation, a Participant's base salary and target
annual incentive shall be determined as of the date immediately prior to such
Reduction in Compensation. The Severance Payment will be paid in a single lump
sum as soon as administratively feasible after expiration of the revocation
period indicated in the Participant's Release without revocation, unless
deferral of such Severance Payment is elected in accordance with Section F.2
below.

2.       DEFERRAL OPTION

The Participant may elect to defer receipt of the Severance Payment. The
Participant's written election must be submitted to the AT&T Executive Benefits
Organization not later than the day prior to the date on which the Release is
executed. A copy of the election form to be completed is attached as Appendix C.
Deferral may be for a period of up to five (5) years following the Participant's
Final Payroll Date, in whole year increments. Payout of the deferred Severance
Payment may be in the form of a lump sum, or up to a maximum of five (5)
approximately equal annual installments, as indicated on the election form.

AT&T Senior Officer Separation Plan

                                        7
                            Proprietary (Restricted)

<PAGE>

The first installment from the deferred account (or the single payment, if the
Participant so elected), including interest thereon, will be paid by the end of
the calendar quarter which immediately follows the calendar quarter in which the
first, second, third, fourth or fifth anniversary (as so elected by the
Participant) of the Participant's Final Payroll Date occurs. All unpaid deferred
amounts will continue to accrue interest at the rate of return set forth below.
In the event of a Participant's death prior to the payment of all deferred
amounts, the unpaid balance shall be paid to his or her named beneficiary (or to
his or her estate, if no beneficiary has been named) in a lump sum not later
than the end of the calendar quarter immediately following the calendar quarter
in which the AT&T Executive Benefits Organization receives written notice of
such death.

For individuals designated as Senior Officers as of January 1, 2003, deferred
amounts will be credited quarterly with interest equal to one-quarter (1/4) of
the average rate applicable to actively traded 10-year US Treasury Notes for the
prior calendar quarter, plus 1.25 percent. For an individual who is designated
as a Senior Officer after January 1, 2003, the interest rate credited on their
deferred amounts will be as determined by the Board. The crediting of interest
on deferred amounts, commencing with the Participant's Final Payroll Date, shall
be calculated in accordance with rules and procedures determined by the Company
in its sole and absolute discretion. Participants who elect to defer amounts
under this arrangement shall be unsecured general creditors of the Company. The
Company shall establish for each such Participant, an unfunded bookkeeping
account to which deferred amounts (and interest) will be credited, but the
Company shall have no obligation to fund or set aside assets for the payment of
any deferred amounts under this arrangement.

3.       ANNUAL BONUS

A Participant who has performed at least eighty eight (88) consecutive days of
service to the Company during his or her Termination Year, will be eligible to
receive a prorated portion of the annual incentive applicable to the Termination
Year based on the Participant's time on the active payroll during the
Termination Year, in an amount equal to the product of the actual achievement
level for the Participant's annual incentive for such year, as determined by the
Company in its sole discretion, multiplied by a fraction, the numerator of which
is the number of completed months of the Participant's employment during the
Termination Year (including the last month of employment if the Participant's
Final Payroll Date is on or after the 15th of the month) and the denominator of
which is 12. Such amount shall be payable during the first quarter of the
following year, in accordance with existing practices and terms of the AT&T
Short Term Incentive Plan.

AT&T Senior Officer Separation Plan

                                        8
                            Proprietary (Restricted)

<PAGE>

If a Participant's Final Payroll Date occurs prior to the payment of his or her
annual incentive with respect to the year preceding his or her Termination Year,
such Participant will be eligible to receive such annual incentive, which shall
be paid at the same time as such annual incentive is paid to other actively
employed senior management employees.

4.       OUTSTANDING LONG TERM INCENTIVES

         a)       GENERAL - Subject to the provisions of paragraphs (b), (c),
                  (d), (e), (f), (g), (h) and (i) of this Section F.4, following
                  a Participant's Final Payroll Date, the Participant shall
                  retain any performance shares, stock units, unexercised
                  options to purchase AT&T common stock, restricted stock and
                  restricted stock units payable or redeemable in shares of AT&T
                  common stock, cash equivalent awards, and any other awards
                  granted as part of a standard annual grant, as a special
                  recognition or retention grant, or in connection with AT&T's
                  offer of employment to such Participant, under any AT&T long
                  term incentive program (other than the AT&T Wireless
                  Adjustment Plan, the terms of which shall govern any grants
                  under such plan), including any plan previously maintained by
                  McCaw, LIN, TCG, TCI or MediaOne ("Long Term Incentives"), and
                  which remain outstanding as of such Participant's Final
                  Payroll Date. Except as otherwise specified in paragraphs (b),
                  (c), (d), (e), (f), (g), (h) and (i) of this Section F.4, all
                  grants under any AT&T long term incentive program, or the
                  successor to such program, shall remain subject to the same
                  terms and conditions of the original grant agreements,
                  including any modifications or amendments to such grant
                  agreements which become effective on or prior to such
                  Participant's Final Payroll Date.

         b)       PERFORMANCE SHARES

                  (i)      Performance shares granted on or after January 1,
                           2002 shall be prorated based on the number of full
                           months of employment in the performance period
                           (including the last month if the Participant's Final
                           Payroll Date is on or after the 15th of the month)
                           and distributed to the Participant as soon as
                           practicable following the Participant's Termination
                           Year, in accordance with the terms and conditions of
                           the performance share award agreement. The payout
                           level, if any, for the award will be determined by
                           the level of performance criteria met from the
                           beginning of the applicable performance period
                           through the end of Participant's Termination Year.

AT&T Senior Officer Separation Plan

                                        9
                            Proprietary (Restricted)

<PAGE>

                  (ii)     Performance shares granted prior to January 1, 2002
                           shall be retained and shall be paid, if any payment
                           is due, as and when they would otherwise have been
                           paid pursuant to the terms of such grant agreements.
                           Retained performance shares shall remain subject to
                           achievement of the performance criteria established
                           as part of the original grant.

         c)       STOCK OPTIONS - A Participant shall become immediately vested,
                  as of his or her Final Payroll Date and upon expiration of the
                  revocation period indicated in the Release without revocation,
                  in all outstanding options to purchase AT&T common stock. All
                  retained stock options shall remain exercisable for the
                  remainder of the original term of the grant.

         d)       RESTRICTED STOCK AWARDS - A Participant shall become vested,
                  as of his or her Final Payroll Date, and upon expiration of
                  the revocation period indicated in the Release without
                  revocation, in each award of restricted stock. Shares related
                  to the vested restricted stock awards under this Section
                  F.4(d) will be distributed to a Participant as soon as
                  administratively feasible after they become vested.

         e)       RESTRICTED STOCK UNITS - Restricted stock units granted on or
                  after January 1, 2003 that contain terms requiring the
                  proration of such restricted stock units upon termination of
                  employment from the Company under a force management plan or
                  program, shall be prorated according to the terms of such
                  grant. Such resulting restricted stock units that will be
                  retained, and other outstanding restricted stock units not
                  subject to proration, shall become vested, as of Participant's
                  Final Payroll Date and upon expiration of the revocation
                  period indicated in the Release without revocation. Shares
                  related to the vested restricted stock units under this
                  Section F.4(e) will be distributed to the Participant as soon
                  as administratively feasible after they become vested. The
                  balance of the prorated restricted stock units that will not
                  be retained and will not be vested under this Section F.4(e)
                  shall be canceled.

         f)       CASH AWARDS/PAYMENTS - Cash awards/payments, including cash
                  retention, unpaid signing bonuses and any other cash payments
                  or awards which have not yet been paid, will vest as of the
                  Participant's Final Payroll Date and upon expiration of the
                  revocation period indicated in the Release without revocation,
                  and will be paid as soon as administratively feasible
                  following such revocation period.

AT&T Senior Officer Separation Plan

                                       10
                            Proprietary (Restricted)

<PAGE>

         g)       OTHER PERFORMANCE-DEPENDENT AWARDS - The unvested portion of
                  any other special, performance-dependent equity and/or cash
                  award(s) granted to a Participant shall become vested, as of
                  his or her Final Payroll Date, and upon expiration of the
                  revocation period indicated in the Release without revocation.
                  The vested portion of any other such award will be
                  administered in accordance with the terms of the grant.

         h)       AT&T WIRELESS EQUITY - Options to purchase shares of common
                  stock of AT&T Wireless Services, Inc. shall be governed by the
                  terms of the AT&T Wireless Services Adjustment Plan.

         i)       STOCK UNITS - Stock units created as the result of any
                  corporate transaction, restructuring or reorganization shall
                  follow, and remain subject to, the terms of the original
                  equity award with respect to which such stock units were
                  granted (i.e. performance shares, restricted stock or
                  restricted stock units). Distribution of such stock units will
                  be in cash and will be made according to the terms created
                  pursuant to such original grants.

5.       SENIOR MANAGER UNIVERSAL LIFE INSURANCE PROGRAM

Each Participant who is participating in the AT&T Corp. Senior Management
Universal Life Insurance Program on his or her Final Payroll Date, shall
continue such participation in accordance with the terms and conditions of that
Program as if he or she were Eligible for Retirement-Related Benefits.

6.       PENSION DEATH BENEFIT

The death benefit provided with respect to pensioners under the AT&TMPP (equal
to one times base salary in effect on December 31, 1997) and the death benefit
provided under the AT&T Non-Qualified Pension Plan (AT&TNQPP) (equal to the
greater of the annual incentive paid to the Participant in 1997 with respect to
1996, or the annual incentive paid to the Participant in 1998 with respect to
1997), will be paid to the qualified survivor, if any, of a Participant who was
an AT&T management employee on January 1, 1998, and whose Final Payroll Date
occurs not later than December 31, 2007. If such a Participant is not Eligible
for Retirement-Related Benefits as of his or her Final Payroll Date, the death
benefits that would otherwise have been payable from the AT&T MPP and AT&TNQPP
will be paid from the operating income of the Company. A Participant's qualified
survivor will be determined under the terms of the AT&T MPP. Any Death Benefit
paid under the AT&T Senior Management Long Term Disability and Survivor
Protection Plan ("SMLTD&SPP") will be reduced by the amount of any Death Benefit
payable under this Section F.6.

AT&T Senior Officer Separation Plan

                                       11
                            Proprietary (Restricted)

<PAGE>

7.       FINANCIAL COUNSELING

A Participant who is participating in the AT&T Senior Management Financial
Counseling Program as of his or her Final Payroll Date shall continue such
participation for a period of two years following such Participant's Final
Payroll Date in accordance with the terms and conditions of that program,
including the preparation of personal income tax returns with respect to
calendar years through and including the second anniversary of such
Participant's Termination Year.

8.       TRANSITION COUNSELING

A Participant will be entitled to receive the services of a Company-paid and
Company-approved outplacement or career transition consultant in accordance with
AT&T's current practices for Senior Officers in effect as of the Participant's
Final Payroll Date; provided, however, that commencement of such transition
counseling services, if desired, must begin within one year of the Participant's
Final Payroll Date.

9.       AT&T TOLL DISCOUNT

A Participant will be eligible for toll reimbursement through the AT&T Toll
Discount Program under the terms and conditions that apply to management
employees Eligible for Retirement-Related Benefits, as those terms and
conditions may be amended from time to time.

10.      VACATION

A Participant should make every reasonable effort, consistent with the needs of
the business and AT&T's policies and procedures, to use all vacation, personal
days, and floating holidays to which he or she is eligible before his or her
Final Payroll Date. If the Participant is unable to do so, he or she will be
paid for any unused (earned and unearned) vacation days for the calendar year in
which his or her Final Payroll Date occurs and any approved and un-expired
carry-over days (not to exceed the number of carry-over days as approved by the
Company) from the prior year. The Participant will not receive pay in lieu of
floating holidays and management personal days if these days are not taken prior
to his or her Final Payroll Date, except for those Participants in the states of
California, Illinois or Ohio, who will receive such payments as may be mandated
by state law.

AT&T Senior Officer Separation Plan

                                       12
                            Proprietary (Restricted)

<PAGE>

11.      MEDICAL/DENTAL COVERAGE

The extension and cost of medical and dental coverage for a Participant who is
Eligible for Retirement-Related Benefits will be in accordance with the terms of
the AT&T Corp. Post-Retirement Welfare Benefits Plan, or the successor to such
plan, as amended from time to time. If, on the Participant's Final Payroll Date,
the Participant is not Eligible for Retirement-Related Benefits, the Company
will continue to provide coverage under the AT&T Medical Expense Plan and/or the
AT&T Dental Expense Plan for Active Employees, or the successors to such plans,
on the same basis as for active employees, to such Participant and his or her
eligible dependents, (provided that such eligible dependents were covered by the
AT&T Medical Expense Plan and/or the AT&T Dental Expense Plan for Active
Employees, or the successors to such plans, immediately prior to the
Participant's termination of employment), for up to eighteen (18) months after
the month in which the Participant's Final Payroll Date occurs, subject to the
terms and conditions of those plans, as amended from time to time. Such a
Participant who is enrolled in a medical and/or dental plan option as an active
employee under the AT&T Medical Expense Plan and/or the AT&T Dental Expense Plan
for Active Employees, or the successors to such plans, that requires employee
contributions, must continue to pay those contributions during the period of
time that the Company provides the Participant with continued coverage. To the
extent that the continuation of Company-provided coverage results in taxable
imputed income to the Participant in excess of the taxable income incurred as an
active employee, the Company will provide a tax allowance, calculated in
accordance with the Company's then current practice for Senior Officers,
estimated to cover the Federal income and FICA (Medicare portion) taxes to be
incurred by the Participant by reason of such imputed income and the additional
payment provided for in this sentence. Company-provided continuation of coverage
under the AT&T Medical Expense Plan and/or the AT&T Dental Expense Plan for
Active Employees, or the successors to such plans, shall run concurrently with
any rights to continuation of coverage the Participant and/or his or her
eligible dependents may otherwise have under the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"). The Participant should immediately notify
the COBRA administrator if he or she becomes covered under another group health
plan, at which time the Participant's COBRA coverage and the Company's provision
of medical and/or dental coverage for the Participant and his or her eligible
dependents will cease.

AT&T Senior Officer Separation Plan

                                       13
                            Proprietary (Restricted)

<PAGE>

If, at the end of the 18 month COBRA period, the Participant is not covered
under another group health plan, the Company will make medical coverage (not
dental coverage) available for the Participant and his or her eligible
dependents under the AT&T Separation Medical Plan, or the successor to such
plan, on the same basis as for certain former senior managers. Should the
Participant elect to take this coverage, the Participant will be responsible for
the same portion of the annual premium for this medical coverage as is
applicable to similarly situated former senior managers covered under the AT&T
Separation Medical Plan. Continuation of coverage under the AT&T Separation
Medical Plan after the Participant's death is available to the Participant's
spouse, if the spouse pays 100% of the annual premium for coverage. There will
be no continuing dental coverage for the Senior Officer or his or her eligible
dependents after the end of eighteen (18) months following the month in which
occurs the Senior Officer's Final Payroll Date, except as may otherwise be
required by law.

G.       RELEASE

The Release must be signed and returned to the AT&T Executive Benefits
Organization c/o Aon Consulting, Inc. of NJ, Room 7C19, 270 Davidson Avenue,
Somerset, NJ 08873, on or after the Participant's or the CIC Eligible Senior
Officer's Final Payroll Date.

H.       WITHHOLDINGS

Any taxable payment or benefit paid pursuant to this Plan is subject to
applicable withholding of Federal, state and local income taxes, FICA (Social
Security and Medicare taxes), and FUTA (unemployment taxes) and will be reported
on IRS form W-2.

AT&T Senior Officer Separation Plan

                                       14
                            Proprietary (Restricted)

<PAGE>

I.       PAYMENT UPON DEATH, DISABILITY OR LEAVE OF ABSENCE

1.       DEATH

If a Participant should die on or before his or her Final Payroll Date, no
payments will be made or benefits provided under this Plan. The Participant will
be treated as if he or she had died as an active Senior Officer and his or her
estate or beneficiaries will be entitled to the applicable benefits payable upon
the death of an active Senior Officer. If a Participant should die after his or
her Final Payroll Date, without having executed a valid Release, or having
revoked a previously executed Release, no payments will be made or benefits
provided under this Plan. The Participant will be treated as if he or she had
died as a terminated Senior Officer and his or her estate or beneficiaries will
be entitled to the applicable benefits payable upon the death of a terminated
Senior Officer. If a Participant should die after his or her Final Payroll Date,
and the Participant has executed a valid Release which has not been revoked,
benefits will be provided (a) according to the valid beneficiary designations on
file with the Company for such benefits, (b) to the mandatory beneficiary
pursuant to the terms of the applicable plan, or (c) to the Participant's
estate, as applicable, as soon as administratively feasible after the AT&T
Executive Benefits Organization receives written notification of the
Participant's death. With respect to the period following a Participant's death,
no additional payments for toll reimbursement, transition counseling, financial
counseling and group health continuation coverage will be made under this Plan.
Long term incentive awards will continue to be subject to the terms and
conditions of the applicable AT&T long term incentive plan and the award
agreements under which they were granted as applicable upon the death of a
Senior Officer.

2.       DISABILITY AND LEAVES OF ABSENCE

If, on a Participant's Final Payroll Date, the Participant is receiving short
term disability benefits under any AT&T short term disability plan, or the
Participant is on a leave of absence with a guaranteed right to reinstatement,
any benefits to the Participant under this Plan shall be computed and paid as
follows:

         a)       SENIOR OFFICER RECEIVING DISABILITY BENEFITS - Except as
                  provided in the final sentence of this paragraph, no benefit
                  under this Plan will be provided until the Participant's
                  employment is formally terminated at the time his or her
                  short-term disability benefits under any AT&T short term
                  disability plan cease, which shall be his or her Final Payroll
                  Date. Any Severance Payments due under Section F.1 of this
                  Plan shall be reduced (but not below zero) in accordance with
                  procedures established by the Executive Vice President - Human
                  Resources, by the full amount of any disability benefits paid
                  under any AT&T short term disability plan for the period after
                  the date established by the Participant Notification

AT&T Senior Officer Separation Plan

                                       15
                            Proprietary (Restricted)

<PAGE>

                  Form as the Participant's Final Payroll Date. A Senior Officer
                  who terminates employment at the end of a period of short term
                  disability benefits and immediately thereafter commences long
                  term disability benefits (under the Company's long term
                  disability program) shall not be eligible to receive any
                  payments or benefits under this Plan.

         b)       SENIOR OFFICER ON A LEAVE OF ABSENCE WITH GUARANTEED RIGHT OF
                  REINSTATEMENT - Benefits under this Plan will not be payable
                  until a Participant's employment is formally terminated at the
                  conclusion of the Participant's leave of absence.

J.       FORFEITURE

Participants shall repay and forfeit the payments and/or benefits provided under
this Plan, in the following circumstances.

1.       VIOLATION OF AT&T CODE OF CONDUCT OR AT&T NON-COMPETITION GUIDELINE

Notwithstanding any other provision of this Plan, if it is determined by the
Executive Vice President - Human Resources of AT&T, in consultation with AT&T's
General Counsel, that a Senior Officer has violated AT&T's Code of Conduct,
and/or violated the AT&T Non-Competition Guideline, (the "Guideline") (copies of
which will be provided to the Senior Officer prior to his or her Final Payroll
Date, if requested by the Senior Officer), the Senior Officer will be required
to repay to the Company an amount equal to the economic value of all benefits
already provided to the Senior Officer under this Plan and shall forfeit all
unpaid benefits under this Plan. Severance that the Participant has elected to
defer under Section F.2 of this Plan shall be repaid, to the extent that
payments have been made to Participant from the deferred account established for
the Participant's Severance Payment. The amount, if any, not paid from the
deferred account to the Participant as of the breach of the Guideline shall be
forfeited. Additional forfeiture provisions may apply under other AT&T
compensation, incentive, benefit and perquisite plans, programs and
arrangements.

2.       FUTURE SERVICES

If the Senior Officer provides services within the two-year period (104 weeks)
following the Senior Officer's Final Payroll Date (as an employee, independent
contractor, consultant or otherwise (other than as a witness in any proceeding
in which the Company is a party)) to the Company or any joint venture in which
the Company (directly or indirectly) owns any equity interest, then upon
commencement of any such services, the Senior Officer will be required to repay

AT&T Senior Officer Separation Plan

                                       16
                            Proprietary (Restricted)

<PAGE>

(or forfeit) a portion of the Severance Payment, or the amounts credited to the
Senior Officer's deferred account under Section F.2 of the Plan, provided to the
Senior Officer under the Plan prior to such commencement of services. Such
portion of the Severance Payment, or the amounts credited to the Senior
Officer's deferred account, shall be determined by multiplying the Severance
Payment, or the amounts credited to the Senior Officer's deferred account,
respectively, by a fraction, the numerator of which is the number of whole weeks
remaining in the two-year period (up to 104 weeks) following the Senior
Officer's Final Payroll Date (determined as of the effective date of his or her
commencement of such services), and the denominator of which is 104. Except to
the extent provided in the remaining sentences of this Section J.2, benefits
that would otherwise be provided to the Senior Officer under the Plan, on and
after such commencement of services, shall be forfeited. Notwithstanding the
foregoing, the Company shall make an additional payment ("Additional Payment")
to the Senior Officer who commences such services (or may reduce the amount
required to be repaid or forfeited by the Senior Officer under the first and
second sentence of this paragraph), to the extent necessary, such that the total
value of Plan benefits retained by the Senior Officer, when added to the
Additional Payment, will total twenty-five thousand dollars ($25,000.00). This
sum of twenty-five thousand dollars ($25,000.00), which the Senior Officer shall
retain and/or continue to defer, shall be treated as consideration for the
Senior Officer's completion and non-revocation of the Release. Any deferred
amounts remaining after the repayment (or forfeiture) required by this Section
J.2 will continue to accrue interest and will be payable as provided under the
applicable election to defer.

K.       TERMS AND CONDITIONS OF EXISTING PLANS AND PROGRAMS

Except as otherwise specifically provided for in this Plan, a Senior Officer's
rights and benefits under any of the Company's other employee and Senior Officer
level compensation, incentive, benefit and/or perquisite plans and programs,
including annual and long term incentive plans, continue to be subject to the
terms of those plans and programs as they may be modified or amended from time
to time or terminated in accordance with the Company's reservation of rights to
so modify, amend or terminate. In the event there is a conflict between the
content in this Plan and the terms of the respective compensation, incentive,
benefit and/or perquisite plan documents, the compensation, incentive, benefit
and perquisite plan or program documents will control and govern the operation
of the plans.

The Executive Vice President - Human Resources of AT&T (or any successor to that
officer's responsibilities), with the concurrence of AT&T's General Counsel,
shall be authorized, in addition to any other authority previously granted, to
make minor or administrative amendments to the Plan, as well as amendments
required by applicable federal or state law (or authorized or made desirable by

AT&T Senior Officer Separation Plan

                                       17
                            Proprietary (Restricted)

<PAGE>

such statutes). Subject to Section I.2 (pertaining to short term disability
payments), no payment or benefit pursuant to this Plan will be reduced for
contributions to or benefits under, or be recognized under, any other AT&T
employee or Senior Officer level benefit plan, program or arrangement.

L.       PLAN ADMINISTRATION

AT&T is the Plan Administrator and a named fiduciary of the Plan. AT&T has
delegated sole authority and responsibility to administer this Plan to AT&T's
Executive Vice President - Human Resources, or his or her delegate, and he or
she shall make all determinations regarding the interpretation and
administration of this Plan. The Executive Vice President - Human Resources, or
his or her delegate, shall have sole and complete discretionary authority to
determine such matters.

The Executive Vice President - Human Resources is also a named fiduciary who
shall serve as the final review authority under this Plan, 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
Plan, any and all questions arising from the administration of this Plan and
interpretation of all Plan provisions, determination of all questions relating
to participation of eligible Senior Officers and eligibility for benefits,
determination of all relevant facts, the amount and type of benefits payable to
any Senior Officer, beneficiary or estate, and the construction of all terms of
this Plan. All determinations and decisions of the named fiduciary are
conclusive and binding on all parties and not subject to further review. The
Executive Vice President - Human Resources has delegated to the AT&T Executive
Benefits Organization the authority to review all initial claims for payments
and benefits under the terms of this Plan. The Executive Vice President - Human
Resources shall afford a full and fair review of any denial of a claim by the
AT&T Executive Benefits Organization for payments under the terms of this Plan.
If there is a situation that requires an administrator who is also a Participant
or a CIC Eligible Senior Officer to make judgment(s) about himself/herself, such
administrator will automatically be recused and replaced by another
administrator named by the Executive Vice President - Human Resources.

1.       CLAIM PROCEDURE

Any Senior Officer, or his or her estate or beneficiary (a "Claimant"), who
either qualifies or believes the Senior Officer qualifies as a Participant or a
CIC Eligible Senior Officer, may file a claim in writing for benefits under this
Plan, if the Claimant believes that the Claimant has not received benefits to
which the Claimant is entitled under this Plan. Such claim may only relate to a
matter under this Plan and not to any matter under the Guidelines or any other
AT&T policy, practice or guidelines.

AT&T Senior Officer Separation Plan

                                       18
                            Proprietary (Restricted)

<PAGE>

The written claim should be sent to the AT&T Executive Benefits Organization,
Room 4A146, One AT&T Way, Room 5A106, Bedminster, New Jersey 07921, or to an
alternative address identified and communicated to the Claimant. The written
claim should be sent within sixty (60) days of the date of the occurrence of
facts giving rise to the claim.

If the claim is denied, in whole or in part, the Claimant will receive written
notice from the AT&T Executive Benefits Organization (or the successor of such
organization's responsibilities). This information will be provided within
ninety (90) days of the date the claim was received.

         This written notice will include:

         -        the specific reason or reasons for the denial;

         -        specific reference to pertinent Plan provisions on which the
                  denial was based;

         -        a description of any additional material or information
                  necessary to perfect the claim and an explanation of why such
                  material or information is necessary; and

         -        appropriate information as to the steps to be taken if the
                  Claimant desires to submit the claim for arbitration.

In some cases, more than ninety (90) days may be needed to make a decision. In
such cases, the Claimant will be notified in writing, within the initial ninety
(90)-day period, of the reason more time is needed. An additional ninety (90)
days may be taken to make the decision if the Claimant is sent such a notice.
The extension notice will show the date by which the decision will be sent.

If no response is received within the ninety (90)-day period, the claim is
considered denied.

The procedure for appealing a denied claim is set forth below in Section M,
Arbitration.

PLEASE NOTE THAT THE PLAN REQUIRES THAT A CLAIMANT PURSUE THE CLAIM RIGHTS
DESCRIBED ABOVE BEFORE SEEKING ARBITRATION UNDER SECTION M.

Official Plan Name:

AT&T Senior Officer Separation Plan

AT&T Senior Officer Separation Plan

                                       19
                            Proprietary (Restricted)

<PAGE>

Plan Sponsor and Administrator:

AT&T Corp.
Room 4A146
One AT&T Way
Bedminster, New Jersey 07921

Employer Identification Number: 13-4924710

Type of Plan:

Welfare benefit plan; deferred compensation plan.

Type of Administration and Funding:

The Plan is unfunded.

Agent for Legal Process:

Once all claim procedures detailed herein have been exhausted, if a Claimant
wants to begin arbitration, service of legal process may be made upon the plan
administrator to the attention of the AT&T Executive Vice President - Human
Resources (or the successor of such officer's responsibilities).

Plan Document:

This document serves as the plan document for the AT&T Senior Officer Separation
Plan.

Effective Date:

The Effective Date of this amended and restated Plan shall be January 1, 2003.

RIGHTS UNDER ERISA. The Plan is an employee welfare benefit plan and a deferred
compensation plan governed by ERISA. Senior Officers are entitled to certain
rights and protections under ERISA.

In addition to creating rights for Participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan. The people who operate
and interpret the Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently, in the interest of all Participants and beneficiaries.

No one, including the Company, may terminate a Senior Officer's employment for
the purpose of preventing the Senior Officer from receiving the benefits to
which he or she is entitled, and no one, including the Company or any other
person, may discriminate against a Senior Officer in any other way for that

AT&T Senior Officer Separation Plan

                                       20
                            Proprietary (Restricted)

<PAGE>

purpose or in order to keep him or her from exercising his or her rights under
ERISA.

If the Senior Officer's benefit request is denied in whole or in part, such
Senior Officer has the right to have the Plan Administrator review and
reconsider the benefit request.

Under ERISA, there are steps a Senior Officer can take to enforce the above
rights. For instance, if a Senior Officer requests materials from the Plan and
does not receive them within thirty (30) days, he or she may file suit in
federal court. In such a case, the court may require the Plan Administrator to
provide the materials and pay the Senior Officer up to one hundred ten dollars
($110.00) a day until the materials are produced unless they were not sent or
received because of reasons beyond the control of the Administrator.

If a Senior Officer's benefit request is denied or ignored, in whole or in part,
the Senior Officer may file suit in a state or federal court. If a Senior
Officer alleges discrimination for asserting his or her rights, the Senior
Officer may seek assistance from the US Department of Labor, or the Senior
Officer may file suit in a federal court. The court will decide who should pay
court costs and legal fees. If the Senior Officer is successful, the court may
order the person sued to pay these costs and fees. If the Senior Officer loses,
the court may order the claimant to pay these costs and fees, for example, if it
finds the claim is frivolous.

If a Senior Officer has any questions, he or she should contact AT&T's Executive
Benefits Organization, Room 4A146, One AT&T Way, Bedminster, New Jersey 07921
(or any successor office).

If a Senior Officer has any questions about this statement or about their rights
under ERISA, he or she should contact the nearest Area Office of the Pension and
Welfare Benefits Administration, US Department of Labor.

M.       ARBITRATION

Any dispute, controversy, or question arising under, out of, or relating to this
Plan remaining after a Claimant has filed a claim with the AT&T Executive
Benefits Organization, in accordance with the procedures set forth in or adopted
pursuant to the provisions of Section L hereof, and been denied, shall be, at
the Claimant's election, referred for arbitration in the State of New Jersey to
a neutral arbitrator jointly selected by the Claimant and AT&T. The proceeding
shall be governed by the Commercial Rules of the American Arbitration
Association then in effect or such rules last in effect (in the event such
Association is no longer in existence) and the decision of the arbitrator shall
be governed by the rule of law, and in particular ERISA and its related rules
and regulations and relevant case law. If the parties are unable to agree upon a
neutral arbitrator within thirty (30)

AT&T Senior Officer Separation Plan

                                       21
                            Proprietary (Restricted)

<PAGE>

days after the Claimant has given AT&T written notice of the desire to submit
the dispute, controversy or question for decision as aforesaid, then either
party may apply to the American Arbitration Association for the appointment of a
neutral arbitrator, or, if such Association is not then in existence or does not
desire to act in the matter, either party may apply to the Presiding Judge of
the Superior Court of any county in New Jersey for the appointment of a neutral
arbitrator to hear the parties and settle the dispute, controversy or question.
Such right to submit a dispute arising hereunder to arbitration and the decision
of the neutral arbitrator shall be final, conclusive and binding on all
interested persons and no action at law or in equity shall be instituted, or, if
instituted, further prosecuted by either party other than to enforce the award
of the neutral arbitrator. The Claimant and AT&T shall each bear their own costs
and attorneys' fees, except that AT&T shall pay the costs of any arbitrator
appointed hereunder as well as the costs of any copy of any official transcript
of the proceeding.

N.       PLAN DOCUMENTS

This document shall serve as both the Summary Plan Description and the official
Plan document that regulates the operation of this Plan.

O.       ASSIGNMENT OR ALIENATION

Subject to applicable federal income tax laws, no payments or benefits under
this Plan or any right or interest in such payments or benefits shall be
assignable or subject in any manner to anticipation, alienation, sale, transfer,
assignment, claims of creditors, garnishment, pledge, execution, attachment or
encumbrance of any kind, including, but not limited to, pursuant to any domestic
relations order (within the meaning of Section 206(d)(3) of ERISA and Internal
Revenue Code Section 414(p)(1)(B)), and any such attempted disposition shall be
null and void.

P.       OFFICERS OR DEPARTMENTS

Throughout this Plan, there are references to specific AT&T officers and/or
offices. Such references are intended to include the appropriate officer and/or
office. Any addresses contained herein shall be amended automatically to the
appropriate address whenever necessary to reflect changes in office location or
corporate reorganization.

AT&T Senior Officer Separation Plan

                                       22
                            Proprietary (Restricted)

<PAGE>

Q.       SEVERABILITY

If any provision of this Plan or the application thereof to any Senior Officer's
circumstance is held invalid or unenforceable, the remainder of this Plan, and
the application of such provision to other Participants or circumstances, shall
not be affected thereby, and to such end, the provisions of this Plan are to be
severable.

R.       AMENDMENT AND TERMINATION

The Company reserves the right to amend, modify, suspend or terminate this Plan
and any policies, procedures or guidelines for workforce reductions which may be
maintained by the Company, for any reason whatsoever, subject to the provisions
of Section 18 of Appendix A to this Plan.

AT&T Senior Officer Separation Plan

                                       23
                            Proprietary (Restricted)

<PAGE>

                                   APPENDIX A

AT&T SENIOR OFFICER SEPARATION PLAN
                           CHANGE IN CONTROL PROVISIONS

                                (TO BE PROVIDED)

AT&T Senior Officer Separation Plan

                                       24
                            Proprietary (Restricted)

<PAGE>

                                   APPENDIX B

                               WAIVER AND RELEASE

I am terminating my employment with AT&T Corp., or one of its subsidiaries or
affiliates ("the Company"). In consideration for the receipt of benefits under
Section F of the AT&T Senior Officer Separation Plan ("Plan"), or under Appendix
A of the Plan, if applicable, I acknowledge and agree to the following:

1.       I HAVE BEEN TOLD BY THE COMPANY AND I UNDERSTAND THAT ALL BENEFITS SET
         FORTH IN SECTION F OF THE PLAN, OR UNDER APPENDIX A OF THE PLAN, IF
         APPLICABLE, FROM THE COMPANY ARE CONDITIONED UPON MY SIGNING AND NOT
         REVOKING THIS WAIVER AND RELEASE ("THIS RELEASE" OR "THE RELEASE") ON
         MY FINAL PAYROLL DATE (AS THAT TERM IS DEFINED IN THE PLAN), AND
         RETURNING IT TO THE AT&T EXECUTIVE BENEFITS ORGANIZATION, C/O AON
         CONSULTING, INC. OF NJ, ROOM 7C19, 270 DAVIDSON AVENUE, SOMERSET, NJ
         08873 ON MY FINAL PAYROLL DATE.

         I UNDERSTAND THAT PURSUANT TO THE TERMS OF THE PLAN, I MUST REPAY
         AND/OR FORFEIT A PORTION OF SUCH BENEFITS, IF WITHIN THE TWO-YEAR
         PERIOD FOLLOWING MY FINAL PAYROLL DATE, I PROVIDE SERVICES (AS AN
         EMPLOYEE, INDEPENDENT CONTRACTOR, CONSULTANT OR OTHERWISE (OTHER THAN
         AS A WITNESS IN ANY PROCEEDING IN WHICH THE COMPANY IS A PARTY)) TO THE
         COMPANY OR ANY JOINT VENTURE IN WHICH THE COMPANY (DIRECTLY OR
         INDIRECTLY) OWNS ANY EQUITY INTEREST.

2.       I realize that there are various state, local and federal laws that
         prohibit, among other things, employment discrimination on the basis of
         age, sex, race, color, gender, creed, religion, sexual
         preference/orientation, marital status, national origin, mental or
         physical disability, veteran status, and that these laws are enforced
         through the Equal Employment Opportunity Commission ("EEOC"),
         Department of Labor ("DOL") and State or Local Human Rights agencies.
         Such laws include, without limitation, Title VII of the Civil Rights
         Act of 1964; the Family and Medical Leave Act of 1993 ("FMLA"); the Age
         Discrimination in Employment Act of 1964 ("ADEA"); the Americans with
         Disabilities Act of 1990 ("ADA"); the Employee Retirement Income
         Security Act of 1974 ("ERISA"); 42 U.S.C. Section 1981; the Equal Pay
         Act; the New Jersey Conscientious Employee Protection Act; the New
         Jersey Law Against Discrimination, etc., as each may have been amended;
         and other state and local human or civil rights laws as well as other
         statutes which regulate employment; and the common law of contracts and
         torts. I hereby waive and release any right I may have under these or
         any other laws with respect to my employment and termination of
         employment at the Company and acknowledge that the Company has not (a)
         discriminated against me, (b) breached any contract with me, (c)
         committed any civil wrong (tort) against me, or (d) otherwise acted
         unlawfully toward me.

         I also hereby waive any right to become, and promise not to consent to
         become, a member of any class in a case in which claims are asserted
         against any Releasee (as defined in Paragraph 3 hereof) that are
         related in any way to my employment or the termination of my employment
         with the Company, and that involve events which

AT&T Senior Officer Separation Plan

                                       25
                            Proprietary (Restricted)

<PAGE>

         have occurred as of the date of this Release (defined to mean the date
         on which Employee signs this Release). If, without my prior knowledge
         and consent, I am made a member of a class in any proceeding, I shall
         opt out of the class at the first opportunity afforded to me after
         learning of my inclusion. In this regard, I agree that I will execute,
         without objection or delay, an "opt-out" form presented to me either by
         the court in which such proceeding is pending or by counsel for any
         Releasee who is made a defendant in any such proceeding.

3.       On behalf of myself, my heirs, executors, administrators, successors
         and assigns, I hereby unconditionally release and discharge the
         Company, the various AT&T Benefit Committees, plans, trusts and
         trustees, and their successors, assigns, affiliates, shareholders,
         directors, officers, representatives, agents and employees
         (collectively "Releasees" and individually "Releasee") from any and all
         claims, (including claims for attorneys' fees and costs), charges,
         actions and causes of action, demands, damages, and liabilities of any
         kind or character, in law or equity, suspected or unsuspected, past or
         present, that I ever had, may now have, or may later assert against any
         Releasee, arising out of or related to my employment or termination of
         employment with the Company. To the fullest extent permitted by law,
         this Release includes, but is not limited to: (a) claims arising under
         ADEA, Title VII, the ADA, the Equal Pay Act, the Older Workers Benefit
         Protection Act, the Worker Adjustment and Retraining Notification Act,
         ERISA, the FMLA, the ADA, 42 U.S.C. Section 1981, the New Jersey
         Conscientious Employee Protection Act, and any other federal, state, or
         local law prohibiting age, sex, race, color, gender, creed, religion,
         sexual preference/orientation, marital status, national origin, mental
         or physical disability, veteran status, or any other form of unlawful
         discrimination or claim with respect to or arising out of my employment
         with or termination from the Company; (b) claims (whether based on
         common law or otherwise) arising out of or related to any contract or
         employment agreement (whether express or implied); (c) claims under any
         federal, state or local constitutions, statutes, rules or regulations;
         (d) claims (whether based on common law or otherwise) arising out of
         any kind of tortious conduct (whether intentional or otherwise)
         including, but not limited to, wrongful termination, defamation,
         violation of public policy; and (e) claims included in, related to, or
         which could have been included in any presently pending federal, state
         or local lawsuit filed by me or on my behalf against any Releasee,
         which I agree to immediately dismiss with prejudice.

         (For employees working in California) Section 1542 of the Civil Code of
         the State of California states:

         "A general release does not extend to claims which the creditor does
         not know or suspect to exist in his favor at the time of executing the
         release, which if known by him must have materially affected his
         settlement with the debtor."

         Notwithstanding the provisions of Section 1542, and for the purpose of
         implementing a full and complete release and discharge of all
         Releasees, I expressly acknowledge that this Release is intended to
         include not only claims that are known, anticipated or disclosed, but
         also claims that are unknown, unanticipated and undisclosed.

4.       I covenant and agree not to bring any action, suit or administrative
         proceeding contesting the validity of this Release or attempting to
         negate, modify or reform it,

AT&T Senior Officer Separation Plan

                                       26
                            Proprietary (Restricted)

<PAGE>

         nor to sue any Releasee for any reason arising out of my employment or
         termination thereof, other than a claim contesting the validity of this
         Release under applicable provisions of ADEA. If I breach either
         Paragraph 3 or 4 hereof, I shall: (i) to the extent not prohibited by
         law, promptly return to the Company all consideration received
         hereunder, except twenty-five thousand dollars ($25,000.00), and (ii)
         pay any Releasee all of their actual attorneys' fees and costs incurred
         in each such action, suit or other proceeding, including any and all
         appeals or petitions therefrom, regardless of the outcome. I agree to
         pay such expenses within thirty (30) days of written demand. This
         Paragraph 4 is not intended to limit me from instituting legal action
         according to the terms of the Plan for the sole purpose of a claim for
         benefits to which I am entitled under the Plan.

         I understand that this Waiver and Release has neither the purpose nor
         intent of interfering with my protected right to file a charge with or
         participate in an investigation or proceeding pursuant to the statutes
         administered and enforced by the EEOC, specifically: the ADEA, the
         Equal Pay Act, Title VII of the Civil Rights Act of 1964 and the ADA.

                  I understand that I will not breach this Waiver and Release if
                  I file a charge with or participate in an investigation or
                  proceeding pursuant to the statutes administered and enforced
                  by the EEOC. However, by signing this Waiver and Release, I
                  understand that I waive any right I may have to recover money
                  or other relief in any lawsuit or proceeding brought by me or
                  by an agency or third party, including the EEOC, on my behalf.
                  EXCEPTION: Nothing in this Waiver and Release limits my right
                  to participate and recover damages or other relief in a case
                  known as "Engers, et al. v. AT&T and AT&T Management Pension
                  Plan," Civil Action No. 98-CV-3660 (NHP), which alleges ADEA
                  and ERISA violations in AT&T's cash balance pension program
                  for management employees and is currently pending before the
                  United States District Court for the District of New Jersey.

5.       I understand that this in no way affects any benefits to which I would
         be entitled in the absence of the Plan under any AT&T benefit plan in
         which I participated during my employment, such as the AT&T Pension
         Plan for Management Employees but specifically excluding any other
         Company plan providing for severance or other termination-related
         benefits.

6.       I have no knowledge of any wrongdoing involving improper or false
         claims against a federal or state governmental agency, other than as I
         have disclosed to the AT&T Law Division.

7.       I agree to return to the Company, on or before my Final Payroll Date,
         all Company property including, but not limited to, files, records,
         computer access codes, computer programs, keys, card key passes,
         instruction manuals, documents, business plans and any copies thereof
         and other property or materials which I received or prepared or helped
         to prepare in connection with my employment with the Company, and to
         assign to the Company all right, title and interest in such property,
         and any other inventions, discoveries or works of authorship created by
         me during the course of my employment.

AT&T Senior Officer Separation Plan

                                       27
                            Proprietary (Restricted)

<PAGE>

8.       I agree that I will submit all vouchers for reasonable business
         expenses prior to my Final Payroll Date or as soon thereafter as is
         practicable. I understand and agree that after my Final Payroll Date I
         will no longer be authorized to incur any expenses, obligations or
         liabilities on behalf of the Company.

9.       I affirm my obligation to keep all proprietary Company information
         confidential and not to disclose it to any third party in the future.
         As used in this Release, the term "Proprietary Company Information"
         includes, but is not necessarily limited to, technical, marketing,
         business, financial or other information which constitutes trade secret
         information or information not available to competitors of the Company,
         the use or disclosure of which might reasonably be construed to be
         contrary to the interests of the Company.

10.      The construction, interpretation and performance of this Release shall
         be governed by the laws of the state of my work location on my Final
         Payroll Date without regard to that state's conflict of laws rules and
         principles.

11.      In the event that any one or more of the provisions contained in the
         Release shall for any reason be held to be unenforceable in any respect
         under the law of any state or of the United States of America, such
         unenforceability shall not affect any other provisions of this Release,
         but, with respect only to that jurisdiction holding the provision to be
         unenforceable, this Release shall then be construed as if such
         unenforceable provision or provisions had never been contained herein.

12.      I understand that I have the right to consult with an attorney before
         signing the Release and that the Company has advised me to do so. I
         have 45 days to consider the Release before signing it, and I may
         revoke the Release within seven (7) calendar days (15 days in
         Minnesota) after signing it. Revocation must be made by delivery of
         written notice of revocation to AT&T's Executive Benefits Organization,
         c/o Aon Consulting, Inc. of NJ, Room 7C19, 270 Davidson Avenue,
         Somerset, NJ 08873.

13.      This contains the entire agreement between the Company and me and fully
         supersedes any and all prior agreements or understandings pertaining to
         the subject matter hereof (including any employment agreements,
         severance or separation agreements, arrangements, and offer letters)
         and all such prior agreements are null and void in their entirety and
         of no force and effect. I represent and acknowledge that in executing
         this Release, I have not relied upon any representation or statement
         not set forth herein made by any of the Releasees or by any of the
         Releasees' agents, representatives or attorneys with regard to the
         subject matter of this Release.

BY SIGNING THIS WAIVER AND RELEASE, I STATE THAT: I HAVE READ IT; I UNDERSTAND
IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE WITH EVERYTHING IN IT;
THE COMPANY HAS ADVISED ME TO CONSULT

AT&T Senior Officer Separation Plan

                                       28
                            Proprietary (Restricted)

<PAGE>

AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.

__________________________________

         _________________________________
                  Date                                Employee Signature

                                                ________________________________
                                                      Employee Name Printed

                                                ________________________________
                                                 Employee Social Security Number

AT&T Senior Officer Separation Plan

                                       29
                            Proprietary (Restricted)

<PAGE>

                         ADDENDUM TO WAIVER AND RELEASE

                        IMPORTANT NOTICE REGARDING RIGHTS
                YOU ARE WAIVING BY SIGNING THE FOREGOING RELEASE

NOTICE: IF YOU WORKED FOR A BELL SYSTEM COMPANY AND TOOK A PREGNANCY-RELATED
LEAVE OF ABSENCE AT ANY TIME PRIOR TO APRIL 29, 1979, YOU MAY BE GIVING UP LEGAL
RIGHTS TO POSSIBLE ADDITIONAL NET CREDITED SERVICE ("NCS") CURRENTLY AT ISSUE IN
A PENDING CLASS ACTION LAWSUIT.

Currently, the lawsuit of Hulteen, et al. v. AT&T Corp, AT&T Management Pension
Plan, AT&T Pension Plan, and AT&T Employees' Benefit Committee, Civil Action No.
C01 1122 MJJ, is pending before the United States District Court for the
Northern District of California. The plaintiffs in the lawsuit allege on behalf
of themselves and all other similarly affected female employees that, because
prior to April 29, 1979, while working at a Bell System Company, they did not
receive Net Credited Service ("NCS") for the entire time they were disabled due
to pregnancy, while employees disabled for any other reason than pregnancy did
receive full NCS, they were discriminated against based on gender in violation
of Title VII. The plaintiffs also claim that these events violate ERISA. The
plaintiffs also seek NCS for any time that they and all other similarly affected
female employees were forced to be on leave when they were willing and able to
work. Through the lawsuit, the plaintiffs seek to have their NCS dates and those
of similarly situated women adjusted and to recover pension benefits and any
other benefits denied to them due to insufficient NCS, including but not limited
to the benefits from any early retirement opportunity for which they did not
have enough NCS to qualify. The Court has ordered that this notice be provided
to employees who are considering whether or not to sign this release so that
they know that they are giving up important legal rights.

The amount of NCS Plaintiffs believe you may be entitled to recover if they are
successful in this lawsuit could depend on your individual situation. Plaintiffs
believe this time you might be entitled to should include:

         -        The time you were DISABLED by pregnancy: For normal
                  pregnancies, a woman is usually considered disabled for 6 to 8
                  weeks after the date of birth, but for pregnancies with any
                  complications, a woman is usually considered disabled for as
                  long as she is unable to perform one or more of her regular
                  job duties. It does not include time you were out of work for
                  childcare or bonding.

         -        The NCS you lost when you were out of work for a non-pregnancy
                  disability which occurred while you were on leave for a
                  pregnancy-related disability.

         -        The NCS you lost because your Bell System employer required
                  you to begin your pregnancy-related leave earlier than you
                  wanted to leave work.

         -        The NCS you lost because your Bell System employer refused to
                  reinstate you as soon as you wanted and were able to return to
                  work.

Plaintiffs also believe that the amount of NCS you would be entitled to if they
are successful in this lawsuit would include increased pension benefits. The
amount of benefits to which you might be entitled could be affected by any early
retirement opportunities or other promotional opportunities or benefits you lost
due to insufficient NCS.

AT&T Senior Officer Separation Plan

                                       30
                            Proprietary (Restricted)

<PAGE>

AT&T contends that its pregnancy leave policies and practices have been lawful
at all times before and after the enactment of Title VII and ERISA, and denies
that it violated either of these statutes. AT&T is currently defending the
lawsuit and intends to continue doing so. Thus, AT&T contends that plaintiffs
and any future class members are not entitled to any additional NCS based on
this lawsuit.

If you choose to sign the attached release:

         -        You will receive all applicable benefits under the AT&T Senior
         Officer Separation Plan.

         -        You will not be able to have your NCS adjusted and you will
         not recover any additional pension or other benefits due to you as a
         result of this lawsuit.

         -        You will give up your right to participate in the Hulteen
         lawsuit as a named plaintiff or a class member, and your right, if any,
         to recover if the plaintiffs and plaintiff class prevail in the
         lawsuit.

If you choose not to sign the attached release:

         -        You will give up all applicable benefits under the AT&T Senior
         Officer Separation Plan that AT&T is offering you.

         -        You may retire and receive your accrued vested pension
         benefits.

         -        You may participate as a named plaintiff or class member in
         the Hulteen lawsuit. If you are part of the class in the lawsuit and
         plaintiffs prevail, you could receive an NCS adjustment and possible
         additional pension benefits and other benefits associated with an
         increase in NCS.

PLEASE NOTE: The value of the applicable benefits under the AT&T Senior Officer
Separation Plan that you are being offered to sign this release may be greater
than the value of any recovery you could receive should the class be certified
and should plaintiffs prevail in the Hulteen lawsuit. Also, because the court in
Hulteen has not yet determined the scope of the class and has not yet decided on
the merits of the lawsuit, there is no guarantee that you will be entitled to
any recovery.

Therefore, it is in your best interest to consult with an attorney about your
decision of whether or not to sign the foregoing release. Attorneys specializing
in ERISA matters or Title VII discrimination may best be able to assist you in
evaluating your alternatives.

AT&T Senior Officer Separation Plan

                                       31
                            Proprietary (Restricted)

<PAGE>

                                   APPENDIX C

                       AT&T SENIOR OFFICER SEPARATION PLAN
                                ELECTION TO DEFER
                      (For named Participants as of 1/1/03)

Pursuant to (a) Section F.1 of the AT&T Senior Officer Separation Plan ("the
Plan"), or (b) Section 5 of Appendix A of the Plan, if applicable, I will become
entitled to a Severance Payment only if I sign a Waiver and Release (as
referenced in Section G of the Plan) on or after my Final Payroll Date and do
not revoke such Waiver and Release during the revocation period. The Severance
Payment has been determined to be $______.

If I become entitled to such amount, I hereby elect, as indicated on LINE 1
below, that in lieu of the payment of such amount to me in a lump sum following
my Final Payroll Date, AT&T ("the Company") shall credit such amount to a
separate deferred account established in my name on the books of the Company.
Such deferred account also shall be credited with interest, compounded as of the
end of each calendar quarter, at a rate equal to one-quarter (1/4) of the
average rate applicable to actively traded 10 year U.S. Treasury Notes in effect
for the prior calendar quarter plus 1.25%.

I further elect that amounts credited to my deferred account shall be paid to me
in the same number of approximately equal annual installments indicated on LINE
2 below. The first installment from the deferred account (or the single payment,
if I have so elected) shall be paid by the end of the calendar quarter which
immediately follows the calendar quarter in which the anniversary of my Final
Payroll Date occurs, as indicated on LINE 3 below, and subsequent installments
shall be paid in the same calendar quarter in succeeding calendar years.

Undistributed amounts in my deferred account shall continue to be credited with
interest, as described above.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

LINE                                  SEVERANCE PAYMENT ELECTION

--------------------------------------------------------------------------------
<S>      <C>                                                 <C>
 1.      Defer - (Check "Yes" box if you elect to
         defer and complete Lines 2 and 3 below)             Yes [ ] No [ ]
--------------------------------------------------------------------------------
 2.      Number of installment payments to self
         (indicate from 1 - 5 only if you checked              _____installments
         "Yes" box on Line 1.)
--------------------------------------------------------------------------------
 3.      First installment (or single payment) to
         be paid by the end of the calendar
         quarter immediately following the                     _____anniversary
         calendar quarter in which the (1st, 2nd,
         3rd, 4th, or 5th) anniversary of my Final
         Payroll Date occurs. (Enter number only
         if you checked "Yes" box on Line 1.)
--------------------------------------------------------------------------------
</TABLE>

If I should die prior to the distribution of all amounts credited to my deferred
account, the unpaid balance shall be paid to my beneficiary (or to my estate if
no beneficiary is named) in a lump sum by the end of the calendar quarter
immediately following the calendar quarter in which the Company receives
notification of my death.

All amounts credited to my deferred account shall be unsecured general
obligations of the Company, and amounts credited to my deferred account shall
not be subject to assignment or alienation.

AT&T Senior Officer Separation Plan

                                       32
                            Proprietary (Restricted)

<PAGE>

The elections contained in this document must be submitted to Noreen Fitzgerald,
AT&T Executive Benefits, c/o Aon Consulting, Inc. of NJ, Room 7C13, 270 Davidson
Avenue, Somerset, NJ, 08873, no later than the day before the date I execute the
Waiver and Release, and once submitted, shall be irrevocable.

________________________________            _________________________________
Print Name                                  Social Security Number

________________________________            _________________________________
Signature                                   Date

AT&T Senior Officer Separation Plan

                                       33
                            Proprietary (Restricted)