**Exhibit 10.2**
[This is an unofficial English translation of the original Spanish language agreement]
**EMPLOYMENT AGREEMENT**
     EMPLOYMENT AGREEMENT, by and between AT&T Peru S.A., RUC number20282037999, located at Av. Larco 1301, Torre Parque Mar, Piso 8o, in the cityof Miraflores, Lima, Peru. (the “Company”), duly represented by the Presidentof the Board of Directors Mr. Isamel Benavides Correa, DNI number 08246154 andthe legal counsel Mrs. Rosa Virginia Nakagawa Morales, DNI number 09136432;and on the other party, Mr. José Antonio Gandullia Castro, DNI number 06467247(the “Executive”), located in Av. Alcanfores No 1275, Distrito de Miraflores,Lima, dated as of the ______day of June 2002.
     WHEREAS, the Company desires the Executive serve as its General Manager,and the Executive desires to so serve, in each case upon the terms andconditions set forth herein.
     NOW THEREFORE, in consideration of the mutual covenants herein contained,the Company and the Executive hereby agree as follows:
     1.     Employment Period
     (a)  Agreement to Employ. The Company hereby agrees to employ theExecutive, and the Executive hereby agrees to be employed by the Company,pursuant to the terms and conditions set forth in this Agreement. TheExecutive represents that (i) he is entering into this Agreement voluntarilyand that his employment hereunder and compliance with the terms and conditionshereof will not conflict with or result in the breach by his of any agreementto which he is a party or by which he may be bound, (ii) he has not, and inconnection with his employment with the Company will not, violate anynon-solicitation or other similar covenant or agreement by which he is or maybe bound and (iii) in connection with his employment with the Company he willnot use any confidential or proprietary information he may have obtained inconnection with employment with any prior employer.
     (b)  Term of Employment. Unless the Executive’s employment shall soonerterminate pursuant to Section 4, the Company shall employ the Executive for anunlimited term commencing on the date the Executive has been registered in thepayroll
 

 

of the Company. The period during which the Executive is employedpursuant to this Agreement shall be referred to as the “Employment Period”.
     2.     Position and Duties.
     (a)  During the Employment Period, the Executive shall be employed asGeneral Manager of the Company and shall have such duties and responsibilitiesas are customarily assigned to individuals serving in such positions and suchother duties consistent with Executive’s titles and positions as the Board ofDirectors of the Company (the “Board”) or the Chief Executive Officer of AT&TLatin America Corp. specifies from time to time. The Executive, in carryingout his duties under this Agreement, shall report and be subject to the ChiefExecutive Officer of AT&T Latin America Corp. During the Employment Period, andexcluding any periods of vacation, holiday, personal leave and sick leave towhich the Executive is entitled, the Executive shall devote the Executive’sfull business time, attention and ability to the business and affairs of theCompany and shall use the Executive’s reasonable best efforts to carry out theExecutive’s responsibilities faithfully and efficiently in a professionalmanner. It shall not be considered a violation of the foregoing for theExecutive to (i) serve on corporate or civic boards reasonably approved by theCompany or on charitable boards or committees, (ii) deliver lectures or fulfillspeaking engagements and (iii) manage his or his family’s personal investments,in each case so long as such activities do not substantially interfere with theperformance of the Executive’s responsibilities as an employee of the Companyin accordance with this Agreement, do not violate the Company’s rules andpolicies (or present a material conflict of interest with the Company) and donot otherwise constitute a violation of Section 6 of this Agreement. TheExecutive shall comply with the rules and policies of the Company that aregenerally applicable to the Company’s senior executives.
     (b)  It is understood that Executive’s position will require substantialtravel.
     3.     Compensation.
     (a)  Base Salary. During the Employment Period, the Executive shallreceive an annual base salary of $282,240 (dollars of United States of America)or its equivalent in Peruvian currency as of the date of payment payablepursuant to the Company’s normal payroll practices, but no less frequently thanmonthly (“Annual Base Salary”). Commencing in 2003, the Annual Base Salarythen in effect shall be reviewed by the Company by no later than April 15th ofeach year and may be increased (but not decreased) by such amount as theCompany in its sole discretion shall determine.
     (b) Annual Bonus. The Executive shall be entitled to participate in theannual benefit plan for its executive officers.. Executive’s target annualbonus will be 50% of his Annual Base Salary as in effect for such year.Executive’s actual annual bonus will be determined based on specified targetperformance goals with respect to which such target and maximum bonus, etc.,will be determined as established by the Board of Director CompensationCommittee or the Chief Executive Officer of AT&T Latin America Corp.
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     (c)  Benefit Plans and Perquisites. The Executive shall be entitled toparticipate in all benefit, pension, savings, welfare, perquisite and otherplans or arrangements that the Company may establish from time to time for itssenior executive officers, subject to the terms and conditions of such plans orarrangements. The Executive shall be eligible to participate in retentionplans that the Company has in place.
     (d)  Expenses. During the Employment Period, the Executive shall beentitled to receive reimbursement for all reasonable business expenses incurredby the Executive in carrying out the Executive’s duties under this Agreement inaccordance with the policies of the Company, provided that the Executivecomplies with the policies, practices and procedures of the Company forsubmission of expense reports, receipts, or similar documentation of suchexpenses.
     (e)  Vacation. During the Employment Period, the Executive shall beentitled to thirty (30) days paid vacation period per year.
     (f)  Vehicle. During the Employment Period, the Company will transfer tothe Executive the use of a vehicle for his transportation. The vehicle may bea truck Nissan Pathfinder or any other vehicle as selected by the Executiveprovided that the vehicle value is in the range between $35,000 or $50,000 tothe maximum. The Company will be responsible for all the expenses for generalmaintenance or repairs derived from a normal use. The Parties acknowledge thatthe Executive has a truck Nissan Pathfinder dark green color year 2000 withmotor number VG 33431741 and series number JN1TAZR50Z0021413, individualizedwith tag number RIW-793 with the purpose to facilitate the transportation andother functions of the Executive. The Company agrees to facilitate theExecutive the acquisition of such vehicle by transferring the right to buy thesame at the time that the option to buy becomes effective pursuant to the termsof the financial lease of the vehicle. The value of the transfer will be theamount of such option as set forth in the Agreement for Financing Lease enteredinto AT&T and the Banco Sudamericano for the acquisition of such vehicle. Ifthe employment relation between the Company and the Executive is terminated,the Company agrees to transfer such vehicle in consideration for the balance ofthe financial leasing payments pending as of the date of employment terminationplus the value of purchase option as set forth in the financial leasingagreement mentioned before.
     (g)  Other Benefits. During the Employment Period, the Executive shallhave the rights for the benefits corresponding under Peruvian laws pursuant tothe terms and conditions set forth in such laws.
     4.     Termination of Employment.
     (a)  Death or Disability. The Executive’s employment shall terminateautomatically upon the Executive’s death. In case the Executive becomesdisabled to the point of being incapable to execute his obligations for theCompany, as determined by the principles set forth in the Peruvian employmentlaws, this Agreement shall be terminated pursuant to Articles 16.e) and 23.a)from “*Text Unico Ordenado del Decreto Legislativo*
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*No. 728, Ley de Productividad y Competividad Laboral*”, approved by SupremeDecree No. 003-97-TR..
     (b)  By the Company. The Company may terminate the Executive’s employmentduring the Employment Period for Cause or without Cause. For purposes of thisAgreement, “Cause” means the events listed in the Articles 23 and 24 of “*TextUnique Organized of Decree Legislative No. 728*”, approved by Supreme Order No.003-97-TR. In that sense “Cause” shall include at least the following events:(i) detriment of physical or mental conditions or the upcoming inabilityrelevant to the performance of the services herein, (ii) deficient performancein connection with the ability of the employee compared to the averageperformance under similar duties and conditions, (iii) the unjustified refusalof the employee to undergo a medical exam previously agreed or established bylaw, relevant to the employment relation, or to follow the preventive orcurative measures ordered by a physician to prevent accidents or diseases, (iv)material breach that includes at least the following events: (iv.a) breach ofthe employment obligations that implies the breach of the good faith inemployment relationships, the recurring resistance to orders related toemployment duties, recurring discontinue of duties and material non-observanceof the Internal Labor Rule or the Rule for Security and Industrial Higine,approved or issued by the competent authority, as applicable, (iv.b)intentional and recurring diminution in the performance of the work, volume orquality of production duly verified or determined by the inspection services ofthe Ministry of Labor and Social Promotion, (iv.c) the misappropriation,including attempt of misappropriation, of assets or services of the employer,notwithstanding their value, or that are under its custody as well as the undueretention or use of the same in its own benefit or in the benefit of thirdparties, (iv.d) the use or disclosure to third parties of privilegedinformation of the employer, the misappropriation or undue use of the Company’sdocuments, the false information to employer with the intent to cause damage orobtain an advantage and unfair competition, (iv.e) the recurring attendance tothe workplace under the influence of alcohol, drugs or intoxicating substances,and if not recurring, where it is exceptionally seriously because of the natureof the duties or work (iv.f) the acts of violence, serious lack of discipline,verbal or written offense to the employer, the employer’s representatives,upper management or other employees, whether the offense is committed withinthe workplace or outside when the events are directly derived from theemployment relationship, (iv.g) intentional damage to buildings, installations,facilities, machines, instruments, documentation, raw materials and otherassets of the company, (iv.h) abandonment of work for more than threeconsecutive days, absences without justification for more than five days in athirty day calendar period or more than fifteen days in a hundred and eightydays calendar period, whether those actions have been sanctioned or not, therecurring unpunctuality caused by the employee provided that disciplinarysanctions have been applied prior to written notices and suspensions, (v) acriminal judgment regarding willful crimes, (vi) suspension by a judicial oradministrative authority of the worker license to perform the worker’s dutiesin the workplace for a period of over three months.
     In addition to the Causes listed, the Company can dismiss the Executive inthe following circumstances: (a) Force Majeure, (b) technological, financial,structural or
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similar reasons, (c) dissolution or liquidation of the Company andbankruptcy and (d) restructuring subject to Decree Law No. 845. The dismissalof the Executive by the Company in these four scenarios shall be consideredtermination for Cause.
     (c)  By the Executive. The Executive may terminate employment with orwithout Good Reason. For purposes of this Agreement, “Good Reason” means,without the Executive’s written consent: (i) a material diminution of theExecutive’s duties or responsibilities or the assignment of responsibilitiesthat are inconsistent with his position and responsibilities hereunder (itbeing understood that the restructuring program and rehabilitation of theCompany and its affiliates developed with the participation of Bain & Co isnot considered a diminution) ; (ii) a reduction in the Executive’s base salary,annual bonus or long-term incentive compensation opportunity (it beingunderstood that a reduction in the dollar amount of Executive’s annual bonusfrom year to year solely as the result of achievement or failure to achieve thetarget performance objectives provided in the annual bonus plan shall notconstitute a reduction in Executive’s annual bonus opportunity) or the benefitsto be made available pursuant to Section 3(d); or (iii) a material breach by ofany other provision of the Agreement, in each case that is not cured by theCompany within 30 days of receipt of prior written notice from the Executivesetting forth in reasonable detail the circumstances giving rise to such GoodReason or (iv) all other cases set forth in Article 30 of the “*Texto UnicoOrdenado del Decreto Legislativo No. 728, Ley de Productividad y CompetitividadLaboral*” approved by Supreme Decree No. 003-97-TR provided that in any casementioned in this section the Executive provides 90 days advance notice to theCompany.
     (d)  Termination Procedures. Any termination of the Executive’s employmentby the Company or by the Executive shall be communicated by Notice ofTermination to the other party hereto given in accordance with this Agreement.For purposes of this Agreement, a “Notice of Termination” means a writtennotice which (i) indicates the specific termination provision in this Agreementrelied upon, (ii) to the extent applicable, sets forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated.
     (e)  Effect of Termination. Effective as of any Date of Termination, or, ifearlier, as of any date specified by the Company at or following the deliveryof a Notice of Termination, the Executive shall resign, in writing, from allBoard memberships and other positions then held by his with the Company and itsAffiliates.
     5.     Obligations of the Company upon Termination.
     (a) General. If, during the Employment Period, the Executive’s employmentterminates for any reason, the Executive (or his estate, beneficiary or legalrepresentative) shall be entitled to receive (i) any earned or accrued butunpaid Annual Base Salary through the Date of Termination (including withrespect to unused vacation time), (ii) in the case of any termination ofemployment other than for Cause, any earned but unpaid annual bonus withrespect to any fiscal year of the Company ending prior to the Date ofTermination and (iii) all amounts payable and benefits accrued under anyotherwise applicable plan, policy, program or practice of the Company in whichExecutive was a participant during his employment with Company in accordancewith the terms thereof.
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     (b)  Other Than for Cause, Death or Disability; Good Reason. If, duringthe Employment Period, the Company terminates the Executive’s employment, otherthan for Cause, death or Disability, or the Executive terminates employment forGood Reason, the Company shall, subject to Section 12, in addition to theamounts provided in paragraph (a) above, pay to the Executive (or his estate,beneficiary or legal representative):
         (i) in twelve (12) equal monthly installments commencing on the firstday of the month following the Date of Termination, the sum of (A) theExecutive’s Annual Base Salary (as then in effect) and (B) the greater ofthe Executive’s target bonus for the year in which the Date of Terminationoccurs or the average of the Executive’s actual annual bonus paid withrespect to the two years preceding the year in the which Date ofTermination occurs, such sum then divided by twelve (12); and
         (ii) at the time annual bonuses for the fiscal year in which the Dateof Termination occurs are paid, a pro rata annual bonus based upon actualperformance under the annual bonus plan for such fiscal year (as determinedby the Board or the Compensation Committee in its reasonable discretion),to the extent not otherwise paid.
In addition, the Executive and the Executive’s eligible spouse, dependents andbeneficiaries will continue to be eligible to participate in the Company’smedical, dental, disability, life and other welfare insurance plans (subject tothe Executive continuing to make any required contributions to such plans) fora period of twelve (12) months following the Date of Termination (or theCompany shall provide equivalent benefits for such period); provided that suchcontinued benefits shall cease upon the Executive becoming eligible forcomparable benefits from a subsequent employer.
     The Executive and the Company emphasize that under any event the formershall have simultaneously the right to the benefits listed in paragraph b) andthe right to other type of compensation payments for termination without causeor similar set forth under Peruvian laws or pursuant to a plan, policy, programor practice. Both Parties agree that this scenario could imply a duplicationof benefits that is not acceptable pursuant to the terms set forth in thisemployment agreement. In that sense, if the payment of any other statutorycompensation is claimed, such other compensation will be deducted from thecompensation set forth in paragraph b) of this section.
     6.     Covenant Not to Compete. The Executive acknowledges and agrees thatthe Company has a legitimate interest in being protected from the Executive’sbeing employed in a position of management by an entity that competes with theCompany. The Executive and the Company have considered carefully how best toprotect the legitimate interests of the Company without unreasonablyrestricting the economic interests of the Executive, and hereby agree to thefollowing restrictions, in addition to those contained in Section 7, as themost reasonable and equitable under the circumstances. During the EmploymentPeriod and for a period of twelve (12) months after the Executive’s terminationof employment with the Company for any reason, including expiration of theEmployment Period (the “Restriction Period”), the Executive will not, directlyor indirectly (whether as sole proprietor, partner or venturer,
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stockholder, director, officer, employee or consultant or in any othercapacity as principal or agent or through any person, subsidiary or employeeacting as nominee or agent):
     (a)  Conduct or engage in or be interested in or associated with anyperson, firm, association, partnership, corporation or other entity that,within the “Territory” (as defined in the Regional Vehicle Agreement referredto in the Merger Agreement and Merger Plan dated November 1, 1999 between AT&TCorp, a New York company, Frantis Inc, a Delaware company, and FirstcomCorporation, a Texas Company, that the Executive has carefully reviewed),directly competes with any service or product that the Company actuallyprovides to its customers, or that the Company has taken substantial steps tocommence providing that is a significant part of the Company’s business orintended to be a significant part of the Company’s business in the Company’sbusiness plan, in each case determined as of the Date of Termination (the“Business”), provided that the foregoing shall not apply if the Executive’sinterest or association with such competitor is unrelated to the Business;provided, further, that the foregoing the “Business” shall not be deemed toinclude cable television services or programming, broadcast television,internet access or content or consumer wireless communications or servicesunless such products or services are a significant part of the Company’sbusiness or intended to be a significant part of the Company’s business in theCompany’s business plan, in each case determined as of the Date of Termination.
     (b)  Take any action, directly or indirectly, to finance, guarantee orprovide any other material assistance to any person, firm association,partnership, corporation or other entity which conducts or engages in theBusiness in the Territory with respect to any activity that competes with theBusiness;
     (c)  Influence or attempt to influence any person, firm, association,partnership, corporation or other entity who is a contracting party with theCompany at any time during the Restriction Period to terminate any writtenagreement with the Company except to the extent the Executive is acting onbehalf of the Company in good faith; or
     (d)  Hire or attempt to hire for employment any person who is employed bythe Company at the time of hiring or attempted hiring or whose activeemployment with the Company ceased less than six months prior to such time, orattempt to influence any such person to terminate employment with the Company,except to the extent the Executive is acting on behalf of the Company in goodfaith; provided, however, that nothing herein shall prohibit the Executive fromgeneral advertising for personnel not specifically targeting any employee orother personnel of the Company.
The restrictive provisions of this Agreement shall not prohibit the Executivefrom having as an investment an equity interest in the securities of anycorporation engaged in the Business, which securities are listed on arecognized securities exchange or traded in the over-the-counter market to theextent that such interest does not exceed 2% of the value or voting power ofsuch corporation and does not constitute control of such corporation. Forpurposes of this Section 6 and Sections 7, 8, 9 and 10 of this Agreement, theterm “Company” shall include the Company and each of its affiliates.
     7.     Confidential Information. The Executive acknowledges and agrees thatall material information that is not publicly available or generally known inthe industry
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concerning the Company’s business including, without limitation,information relating to its products, customer lists, pricing, trade secrets,patents, business methods, and cost data, business plans and strategies(collectively, the “Confidential Information”) is and shall remain the propertyof the Company. The Executive recognizes and agrees that all of the materialConfidential Information, whether developed by the Executive or made availableto the Executive, other than information that is not material to the Company orgenerally known to the public or generally known in the industry, is a uniqueasset of the business of the company, the disclosure of which would be damagingto the Company. Accordingly, the Executive agrees to hold such materialConfidential Information in a fiduciary capacity for the benefit of theCompany. The Executive agrees that he will not at any time during or within 10years after the Executive’s employment with the Company for any reason,directly or indirectly, disclose to any Person any material ConfidentialInformation the disclosure of which could harm the Company, other thaninformation that is already known to the public or generally know in theindustry, except as may be required in the ordinary course of business of theCompany or as may be required by law. Promptly upon the termination of thisAgreement for any reason, the Executive agrees to return to the Company any andall documents, memoranda, drawings, notes and other papers and items (includingall copies thereof, whether electronic or otherwise) embodying any ConfidentialInformation of the Company which are in the possession or control of theExecutive. Information concerning the Company’s business that becomes publicas a result of the Executive’s breach of this Section 7 shall be treated asConfidential Information this Section 7. The Executive shall not be deemed tohave breached this Section 7 unless the disclosure of such ConfidentialInformation actually causes harm to the Company or any of its affiliates.
     8.     Breach of Certain Provisions. The Executive acknowledges that aviolation on the Executive’s part of any of the covenants contained in Sections6 or 7 of this Agreement would cause immeasurable and irreparable damage to theCompany. The Executive represents that his economic means and circumstancesare such that the provisions of this Agreement, including the non-competition,non-solicitation of employees, confidentiality and Company property provisions,will not prevent him from providing for himself and his family on a basissatisfactory to him and them. Accordingly, the Executive agrees that theCompany shall be entitled to injunctive relief in any court of competentjurisdiction for any actual or threatened violation of any such covenant inaddition to any other remedies it may have. The Executive agrees that in theevent that any arbitrator or court of competent jurisdiction shall finally holdthat any provision of Sections 6 or 7 hereof is void or constitutes anunreasonable restriction against the Executive, the provisions of such Sectionshall not be rendered void but shall apply to such extent as such arbitrator orcourt may determine constitutes a reasonable restriction under thecircumstances. Any breach by the Executive of the provisions of Sections 6 or7 of this Agreement shall relieve the Company of all obligations to any furtherpayments to the Executive pursuant to this Agreement (including under allCompany equity award grants pursuant to Section 3) or otherwise under anyincentive or equity awards made by the Company and, in the case of a breach ofSection 6 of this Agreement, shall entitle the Company to repayment from theExecutive, upon demand, of all amounts previously paid to the Executivefollowing or in the six months preceding
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such breach with respect to previously granted equity awards (i.e., in thecase of any stock options, the net gain realized by the Executive with respectthereto during such period). These remedies are in addition to any otherremedies the Company may have with respect to any such breach.
     9.     Property of the Company. The Executive acknowledges that from time totime in the course of providing services pursuant to this Employment Agreement,he shall have the opportunity to inspect and use certain property, bothtangible and intangible, of the Company, including Confidential Information.The Executive hereby agrees that such property shall remain the exclusiveproperty of the Company and shall be returned to the Company upon theExecutive’s termination of employment.
     10.     Intangible Assets. The Executive shall not at any time have or claimany right, title or interest in any trade name, trademark, copyright, or othersimilar rights belonging to or used by the Company and shall not have or claimany rights, title or interest in any material or matter of any sort preparedfor or used in connection with the business of the Company or promotion of theCompany, whether produced, prepared or published in whole or in part by theExecutive.
     11.     Litigation; Cooperation. If this Agreement is terminated by theCompany other than for Cause or by the Executive for Good Reason, inconsideration of the payments to be made to the Executive by the Companypursuant to Section 5(b) of this Agreement, the Executive agrees, during theperiod that the Company is actually making such payments to the Executive andproviding benefits to the extent required pursuant to Section 5(b), to provideto the Company and its affiliates truthful and complete cooperation including,but not limited to, the Executive’s appearance at interviews and depositions atreasonable times (taking into account the Executive’s then employment and placeof residence) in all regulatory and litigation matters relating to the Companyand the Executive’s employment by the Company, whether or not such matters havebeen commenced at the time of such termination, and to provide to counsel tothe Company and its affiliates, upon request, all documents in the Executive’spossession or under his control relating to such regulatory and litigationmatters, all at no additional compensation to the Executive; provided, however,that the Company will reimburse the Executive for (a) all reasonable expenses,including travel, lodging, meals and attorneys’ fees and (b) any salaryforfeited by the Executive or vacation time consumed by his during time spentby the Executive, in connection with the foregoing.
     12.     Release. In consideration of the payments to be made to the Executivepursuant to Section 5(b) of this Agreement and as a condition to the paymentthereof, the Executive acknowledges that all such payments, if made inaccordance with the terms of this Agreement, shall constitute completesatisfaction of all obligations owed by the Company to the Executive hereunderand shall further constitute the Executive’s sole remedy against the Companyregarding the Executive’s employment hereunder. The parties hereby agree thatif this Section 12 becomes applicable they will execute a mutually acceptablegeneral release to reflect the provisions of this Section..
     13.     Arbitration
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     Any dispute, controversy or issue derived from this Agreement or inconnection with this Agreement (or the breach of this Agreement) or theemployment of the Executive by the Company or the termination of the same(including without limitation discrimination, termination without cause andsocial benefits claims) shall be subject to arbitration in Lima, Peru before anarbitration panel of three members. One arbitrator shall be appointed by theExecutive and one arbitrator shall be appointed by the Company and the thirdarbitrator shall be appointed by the two arbitrators previously appointed.Arbitration shall be the only means to resolve any dispute. The arbitrationwill be governed by the procedures and regulations set forth in the ArbitrationLaws in effect in Peru. The decision of the arbitrators shall be definitive,conclusive and binding on all parties and no actions before the law can beinitiated and if there were any actions they will be only to request theexecution of the arbitration decision. The tribunal can take depositions ifnecessary. The tribunal will issue its decision in writing as soon aspossible. The tribunal may order document production if there were provenreasons. Each Party shall bear its own costs and expenses incurred inconnection with such arbitration provided that the Company will initially paythe arbitration fees if the tribunal has the right to grant the prevailingparty a refund of its costs and reasonable legal expenses (including the onesrelated to the arbitrators).
     14.     Successors
     (a)  This Agreement is personal to the Executive and, without the priorwritten consent of the Company, shall not be assignable by the Executive exceptby will or the laws of descent and distribution. This Agreement shall inure tothe benefit of and be enforceable by the Executive’s legal representatives.
     (b)  This Agreement shall inure to the benefit of and be binding upon theCompany and its successors and assigns, provided that the Company may notassign this Agreement except in connection with the assignment or dispositionof all or substantially all of the assets or stock of the Company. Except asspecifically provided in this Agreement, “Company” shall mean both the Companyas defined above and any such successor, by operation of law or otherwise.
     15.     Miscellaneous.
     (a)  This Agreement shall be governed by, and construed in accordance withPeruvian laws.
     (b)  All notices and other communications under this Agreement shall be inwriting and shall be given by hand delivery to the other party or by registeredor certified mail, return receipt requested, postage prepaid, addressed asfollows:
     If to the Executive.
     Jose Antonio Gandullia Castro     Av. Alcanfores No 1275, Distritio de Miraflores, Lima
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     If to the Company:
     Human Resources Department
or to such other address as either party furnishes to the other in writing inaccordance with this paragraph. Notices and communications shall be effectivewhen actually received by the addressee.
     (c)  The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement. If any provision of this Agreement shall be held invalid orunenforceable in part, the remaining portion of such provision, together withall other provisions of this Agreement, shall remain valid and enforceable andcontinue in full force and effect to the fullest extent consistent with law.
     (d)  Notwithstanding any other provision of this Agreement, the Company maywithhold from amounts payable under this Agreement, and shall pay over to theappropriate authorities in a manner consistent with all applicablerequirements, all federal, state, local and foreign taxes that are required tobe withheld by applicable laws or regulations.
     (e)  The Executive’s or the Company’s failure to insist upon strictcompliance with any provision of, or to assert any right under, this Agreementshall not be deemed to be a waiver of such provision or right or of any otherprovision of or right under this Agreement. This Agreement may not be amendedor modified except by a written agreement executed by the parties hereto ortheir respective successors and legal representatives.
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IN WITNESS HEREOF, the Executive has hereunto set the Executive’s hand and,pursuant to the authorization of its Board of Directors, the Company has causedthis Agreement to be executed in its name on its behalf, all as of the day andyear first above written. AT&T Peru S.A.