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                                                             EXHIBIT 10(t)
                                                             Form 10-K for 1995
                                                             File No. 1-11237


                                                             As Amended
                                                             on October 21, 1994



                            AT&T CAPITAL CORPORATION
                         1993 DEFERRED COMPENSATION PLAN


               1. PURPOSE OF PLAN. The purpose of the AT&T Capital Corporation
1993 Deferred Compensation Plan (the "Plan") is to permit each eligible employee
of AT&T Capital Corporation, a Delaware corporation (the "Company"), and its
Subsidiaries (as defined in Section 11 below) to defer receipt of all or a
portion of certain incentive compensation payable to such employee by the
Company or such Subsidiaries until the time set forth herein.

               2.     PARTICIPATION.

               (a) ELIGIBILITY: Each employee who is a "Participant" in the AT&T
Capital Corporation 1993 Share Performance Incentive Plan (the "SPIP") or who is
granted a performance unit award under the Company's 1993 Long Term Incentive
Plan ("LTIP") during any Deferral Year (as defined below) and any other employee
or class of employees designated by the Committee (as defined below) shall be
entitled to elect to participate in this Plan in respect of all or a portion of
his compensation earned during such Deferral Year pursuant to a performance unit
award granted under the 1993 Annual Incentive Plan, the 1995 Annual Incentive
Plan, the 1995 Senior Executive Annual Incentive Plan (collectively, the "AIP"),
the LTIP, the SPIP, and any other incentive compensation plan selected by the
Committee (collectively, the "Incentive Plans"). A "Deferral Year" for the
purposes hereof shall mean the period beginning on the Effective Date of this
Plan pursuant to Section 15 below and ending on December 31, 1993 and each
twelve-month period beginning on January 1, 1994 or on any subsequent January 1
during the term of this Plan.


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               (b) EMPLOYEE DEFERRALS. Each employee who is eligible to
participate in this Plan for a Deferral Year pursuant to paragraph (a) of this
Section 2 may do so by filing an election to defer the receipt of all or a
portion of any compensation to be earned for such Deferral Year under any or all
Incentive Plans. Such election shall be made on a form provided by and filed
with the Committee (or its designated agent) not later than:

               (i) in the case of compensation payable with respect to a three
        year performance period under the SPIP or in connection with the
        applicable performance period regarding a performance unit awarded under
        the LTIP, no later than December 31 of the calendar year ending
        immediately before the end of such performance period;

               (ii) in the case of compensation payable under the AIP, no later
        than September 30 of the year for which such compensation is payable;

               (iii) in the case of compensation payable under any other
        performance based Incentive Plan, at such time prior to the time when
        such compensation can be accurately calculated as the Committee shall
        determine; and

               (iv) in the case of compensation payable under any other
        Incentive Plan, the day immediately preceding the first day of each
        Deferral Year for which such compensation is to be earned.

Such election shall specify the amount or percentage of such compensation to be
deferred. An election to defer compensation once made, may not be revoked or
changed by the employee. Notwithstanding the foregoing, an election to defer
compensation shall not be applicable to any amount of compensation which becomes
payable pursuant to an Incentive Plan on account of or after a "Change in
Control" of the Company as defined in such Incentive Plan.

               3. DEFERRED COMPENSATION ACCOUNT. Compensation deferred by an
employee under Section 2 shall be credited to a deferred compensation
bookkeeping account, established on the Company's books on behalf of the
employee (a "Deferred Compensation Account"), as of the first day of the month
coinciding with or next following the day on which, but for the election under
such Section 2, such compensation would have been payable to the employee. As of
the last day of each Deferral Year, an amount in respect of interest at (i) a
rate of six per cent (6%) per annum (or, if higher, the applicable Federal rate
for an


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obligation with a term of seven years determined under Section 1274(d) of the
Internal Revenue Code of 1986, as amended, in effect for the month in which
occurs the later of (A) the Effective Date, and (B) the date on which the
employee first becomes eligible to participate in the Plan), or (ii) such other
rate as the Committee may from time to time determine, shall be credited to the
balance of each Deferred Compensation Account. In addition, an employee's
Deferred Compensation Account shall be charged with any payments made to the
employee out of such account during such Deferral Year pursuant to Section 4(d).
Each employee who has elected to defer compensation hereunder shall receive
written notice of his Deferred Compensation Account balance as soon as
practicable following the last day of each Deferral Year.

               4. PAYMENT OF DEFERRED COMPENSATION. Amounts credited to an
employee's Deferred Compensation Account shall be distributed by the Company to
or on behalf of the employee as provided in this Section.

               (a) IN GENERAL. Except as otherwise provided herein, the balance
of an employee's Deferred Compensation Account shall be distributed to or on
behalf of the employee on the first to occur of (i) the date certain, if any,
specified by the employee in the employee's deferral election pursuant to
Section 2 and (ii) at such time as the Committee shall determine following the
termination of the employee's employment by the Company and its Subsidiaries,
but not later than March 15th of the calendar year next following the calendar
year in which such termination of employment occurs. If an employee makes more
than one election to defer compensation pursuant to Section 2, the employee may
specify in any such election a different date certain for distribution of the
amounts deferred pursuant to such election that is different from the date
certain specified in any other such election and, if such a different date
certain is specified, the Company shall establish a separate Deferred
Compensation Account (which shall be credited and charged in accordance with the
applicable provisions of this Plan) in respect of the amounts deferred with
respect to each such date.

               (b) DISTRIBUTIONS UPON DEATH. If an employee's employment by the
Company and its Subsidiaries is terminated by reason of the employee's death,
the value of the employee's Deferred Compensation Account shall be distributed,
at the time specified in paragraph (a) above, to the employee's estate, provided
that, if so determined by the Committee, an employee may, in the manner
established by the Committee, designate a beneficiary to exercise the rights of
the employee under this Plan upon the death of the employee.


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               (c) MANNER OF PAYMENT. Amounts credited to an employee's Deferred
Compensation Account shall be paid in one lump sum payment on the date described
in paragraph (a) above, unless such employee elects no later than the last day
of the calendar year prior to the calendar year in which such employee's
termination of employment occurs to receive payment in not less than two nor
more than 10 annual installments. The amount of each installment shall be
determined by dividing the amount credited to the employee's Deferred
Compensation Account as of the date of distribution (but before reduction by the
amount of the current distribution) by the number of then remaining installments
(including the current installment). Such election shall be irrevocable, except
as provided in paragraph (d) below. In the event the employee's termination of
employment is by reason of the employee's death, the employee's beneficiary
shall receive distribution of the balance of the employee's Deferred
Compensation Account in one lump sum payment, unless the employee made an
election otherwise pursuant to this Section.

               (d) HARDSHIP. An employee with a Deferred Compensation Account
may request at any time a withdrawal of part or all of the amount then credited
to the employee's Deferred Compensation Account on account of "hardship" (as
defined below) by submitting a written request to the Vice President - Human
Resources accompanied by evidence that his or her financial condition
constitutes a hardship. The Vice President - Human Resources shall review the
employee's request and determine the extent, if any, to which such request is
justified. Any such withdrawal shall be limited to an amount reasonably
necessary to meet the hardship, but not more than the amount of benefit to which
the employee would be entitled if his or her employment were terminated.

               (e) CHANGE IN CONTROL. Notwithstanding any provision of the Plan
to the contrary, upon the occurrence of a "Change in Control" of the Company (as
defined below), the balance of each Deferred Compensation Account shall be
determined pursuant to Section 3 as if such date were the last day of a Deferral
Year and the amount thereof shall be paid as soon as is practicable thereafter,
but not more than three (3) business days after the occurrence of such Change in
Control.

               (f) ALTERNATE DISTRIBUTEES. Any distribution to a person who at
the time of payment is under legal disability or who is in the judgment of the
Company unable to care for his or her affairs because of illness or accident may
be distributed to the spouse or any child or personal representatives of such
person or to any other individual or entity deemed by the Company to have


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incurred expenses for such person. Any such distribution shall be a complete
discharge of the Company for such payment under this Plan.

               5. NATURE OF THE COMPANY'S OBLIGATIONS. The amounts deferred
hereunder will be unfunded for purposes of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Employee Retirement Income Security Act of 1974 as
amended ("ERISA"). In any event, the Company's obligation hereunder shall
constitute a general, unsecured obligation, payable solely out of its general
assets, and no employee or other person shall have any right to any specific
assets. This Plan is intended to be an unfunded plan primarily for the benefit
of a select group of management or highly compensated employees within the
meaning of Title I of ERISA.

               6.     ADMINISTRATION.

               (a) The Plan shall be administered by the Committee. The
Committee shall have full power and authority to: (i) interpret and administer
this Plan and any instrument or agreement entered into under this Plan; (ii)
establish such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of this Plan; (iii) make any other
determination and take any other action that the Committee deems necessary or
desirable for administration of this Plan, including the exclusion of any
employee or employees from participation if the Committee believes such
exclusion is necessary for this Plan to be primarily for the benefit of a select
group of management or highly compensated employees within the meaning of Title
I of ERISA.

               (b) Decisions of the Committee shall be final, conclusive and
binding upon all persons, including the Company, any stockholder of the Company,
and any employee of the Company or of any Subsidiary.

               (c) The Committee may employ attorneys, consultants, accountants
or other persons (who may be attorneys, consultants, accountants or persons
performing other services for the Company or any affiliate), and the Committee,
the Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the Company's
Board of Directors or the Committee, nor any officer, director or employee of
the Company or any Subsidiary acting on behalf of the Board of Directors or the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to this Plan, and all
members of the Company's Board of Directors and the Committee


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and each officer or employee of the Company or a Subsidiary acting on their
behalf shall be fully indemnified and protected by the Company in respect of any
such action, determination or interpretation.

               7. UNFUNDED STATUS. The claims of any employee hereunder shall be
solely those of a general unsecured creditor of the Company or any Subsidiary.
This Plan constitutes a mere promise by the Company and its Subsidiaries to make
benefit payments in the future. The Company or any Subsidiary may, in its sole
discretion, choose to invest its assets in one or more life insurance policies
insuring the lives of any employee with a Deferred Compensation Account, and, if
so, such employee shall, as a condition of the employee's participation in this
Plan, take any action as shall be reasonably requested by the Company or such
Subsidiary, including submitting to a physical examination requested by an
insurance company, to enable the Company or such Subsidiary to obtain any such
life insurance policy. Any such life insurance policy shall be and remain the
property of the Company or such Subsidiary. Nothing in this Plan shall be
construed as granting any employee any interest in any such insurance policy or
in any other asset of the Company or any Subsidiary.

               8. NONASSIGNABILITY. The rights of employees and other persons
hereunder may not be sold, transferred, assigned, pledged, hypothecated or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process, otherwise than by will or by the
laws of descent and distribution or as otherwise provided in Section 4(b).

               9. AMENDMENT TO THE PLAN. the Company may, in its sole discretion
and without the consent of any employee or beneficiary, amend this Plan at any
time; provided, however, that no amendment shall reduce the balance of the
Deferred Compensation Account of any employee as of the date immediately before
the adoption of such amendment.

               10. NO EMPLOYMENT CONTRACT. Nothing in this Plan shall be
interpreted as conferring any right on any employee to remain employed by the
Company or any Subsidiary for any stated period of time or otherwise change the
employee's employment relationship with the Company or such Subsidiary from an
employment at will relationship.


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               11. MEANING OF CERTAIN TERMS. For the purposes hereof, the
following terms shall have the meanings set forth below:

               "Change in Control" shall mean the occurrence of any of the
following events:

                (i) An acquisition (other than in a non-control transaction, as
        defined in clause (iii) below) of any shares of capital stock or other
        securities of the Company that are generally entitled to vote in
        elections for directors ("Voting Securities") by any "person" or "group"
        of persons (as such terms are used in Sections 13 and 14 of the
        Securities Exchange Act or 1934, as amended), other than the Company,
        any Subsidiary or any employee benefit plan (or a trust forming a part
        thereof) maintained by the Company or any Subsidiary as a result of
        which such person or group becomes the "beneficial owner" (as such term
        is used in Section 13 of the Securities Exchange Act of 1934, as
        amended) of Voting Securities representing fifteen percent (15%) or more
        of the combined voting power of all Voting Securities then outstanding;
        provided that no such acquisition shall be deemed to give rise to a
        Change in Control so long as, after giving effect to such acquisition,
        AT&T Corp. (formerly American Telephone and Telegraph Company), a New
        York corporation, remains the beneficial owner of Voting Securities
        representing a greater percentage of the combined voting power of all
        Voting Securities then outstanding than is represented by the Voting
        Securities beneficially owned by such person or group; provided,
        further, that an acquisition of Voting Securities directly from the
        Company or any Subsidiary shall not be deemed to give rise to a Change
        in Control if, immediately prior to such acquisition, no person or group
        is directly or indirectly in "control" of the Company (as such term is
        defined in Rule 405 under the Securities Act of 1933, as amended);

                (ii) The individuals who, as of the date of the first sale of
        shares of the Company's common stock, $.01 par value ("Shares") in the
        1993 initial public offering of the Company, are members of the
        Company's Board of Directors (the "Incumbent Board"), cease for any
        reason to constitute at least two-thirds of the Board; provided,
        however, that if the election, or nomination for election by the
        Company's stockholders, of any new director was approved by a vote of at
        least two-thirds of the Incumbent Board, such new director shall, for
        the purposes of this definition, be considered a member of the Incumbent
        Board; provided, further, however, that no individual shall be
        considered a member of the Incumbent Board if



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        such individual initially assumed office as a result of either an actual
        or threatened "election contest" (as described in Rule 14a-11 under the
        Securities Exchange Act of 1934, as amended) or other actual or
        threatened solicitation of proxies or consents by or on behalf of any
        person or group other than the Board (a "proxy contest"), including by
        reason of any agreement intended to avoid or settle any election contest
        or proxy contest; or

                (iii) The approval by the requisite vote of the Company's
        stockholders of:

                             (A) a merger, consolidation or reorganization
               involving the Company, unless (1) the stockholders of the
               Company, immediately before such merger, consolidation or
               reorganization, own, directly or indirectly immediately following
               such merger, consolidation or reorganization, at least sixty
               percent (60%) of the combined voting power of the outstanding
               voting securities of the corporation surviving such merger,
               consolidation or reorganization (the "surviving corporation") in
               substantially the same proportion as their ownership of the
               Voting Securities of the Company immediately prior to such
               merger, consolidation or reorganization, (2) the individuals who
               were members of the Incumbent Board immediately prior to the
               execution of the agreement providing for such merger,
               consolidation or reorganization constitute at least two-thirds of
               the members of the board of directors of the surviving
               corporation and (3) no person (other than the Company, any
               Subsidiary any employee benefit plan (or any trust forming a part
               thereof) maintained by the Company, the surviving corporation or
               any Subsidiary Company, or any person who, immediately prior to
               such merger, consolidation or reorganization had beneficial
               ownership of fifteen percent (15%) or more of the then
               outstanding Voting Securities of the Company) has beneficial
               ownership of fifteen percent (15%) or more of the combined voting
               power of the surviving corporation's then outstanding voting
               securities (a transaction meeting the criteria set forth in the
               foregoing clauses (1) through (3) being sometimes referred to
               herein as a "non-control transaction");

                             (B)  A complete liquidation or dissolution of the
               Company; or


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                             (C) An agreement for the sale or other disposition
               of all or substantially all of the assets of the Company to any
               person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred solely because any person or group becomes the beneficial owner of more
than the permitted amount of the outstanding Voting Securities of the Company as
a result of an acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional
number of Voting Securities owned by such person or group, provided that if (i)
a Change in Control would have been deemed to have occurred but for the
operation of this sentence as a result of such acquisition of Voting Securities
by the Company and (ii) such person or group thereupon or thereafter becomes the
beneficial owner of any additional Voting Securities resulting in an increase in
the percentage of the then outstanding Voting Securities beneficially owned by
such person or group (and which percentage is in excess of fifteen percent
(15%)), then a Change in Control shall be deemed to have occurred at the time of
such acquisition of beneficial ownership of such additional Voting Securities by
such person or group.

               "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company; provided that the Board of Directors may otherwise
appoint (i) the Board of Directors or (ii) a committee consisting of two or more
members of the Board of Directors, to act as the Committee, and provided further
that upon a Change in Control of the Company, the Committee shall be the
Committee as in existence immediately before the occurrence of such Change in
Control.

               "Hardship" shall mean a severe financial hardship to an employee
resulting from a sudden and unexpected illness or accident of the employee or a
dependent (within the meaning of Section 152(a) of the Internal Revenue Code of
1986, as amended (the "Code")) of the employee, loss of the employee's property
due to casualty, or other similar extraordinary and unforeseeable circumstances,
arising from events beyond the employee's control. Whether circumstances
constitute a hardship depends on the facts of each case, but in any case does
not include a hardship that may be relieved:

                (i) through reimbursement or compensation by insurance or
        otherwise;


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               (ii) by liquidation of the employee's assets to the extent that
        liquidation itself would not cause such a severe financial hardship; or

                (iii) by ceasing to defer receipt of any compensation not yet
        earned.

The need to send an employee's child to college and the desire to purchase a
home shall not constitute hardships.

               "Subsidiary" shall mean (i) any individual, corporation,
partnership, association, joint stock company, trust or unincorporated
organization which is controlled by the Company and (ii) any other such entity,
association or organization in which the Company has a significant equity
interest, as determined by the Committee.

As used herein, employment by the Company shall include employment by any
Subsidiary. References in this Agreement to sections of the Code or ERISA shall
be deemed to refer to any successor section of the Code or ERISA or any
successor law.

               12. SUCCESSORS. This Plan shall be binding upon and inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of any employee, acquire any rights hereunder.

               13. GOVERNING LAW. This Plan shall be governed by, and
interpreted in accordance with, the internal laws of the State of New Jersey.

               14. TERMINATION OF THE PLAN. The Company may, in its sole
discretion without the consent of any employee or beneficiary, terminate the
Plan at any time by giving written notice thereof to each employee with a
Deferred Compensation Account. All amounts credited to Deferred Compensation
Accounts shall be paid to the persons entitled thereto at such time and in such
manner as the Company shall determine, but not later than payments would have
been made had the Plan not been terminated.

               15. EFFECTIVE DATE. This Plan shall be effective as of the date
that shares of the Company's common stock, $.01 par value, are first offered for
sale to the public.


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