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



                   AT&T CAPITAL CORPORATION LEADERSHIP SEVERANCE PLAN


               The purpose of the AT&T Capital Corporation Leadership Severance
Plan is to provide severance benefits to certain of the management employees of
AT&T Capital Corporation (the "Company") and its Subsidiaries. The Compensation
Committee of the Board of Directors of the Company has also determined that it
is in the best interests of the Company and its stockholders to secure the
continued services and dedication and objectivity of its management employees in
light of the potential occurrence of a Change in Control (as defined in Section
1(d)) of the Company, without concern as to whether such employees might be
hindered or distracted by personal uncertainties and risks created by any such
potential Change in Control.

               1. Definitions. As used in this Plan, the following terms shall
have respective meanings set forth below:


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               (a)  "AT&T" means AT&T Corp., a New York corporation.

               (b)  "Board" means the Board of Directors of the Company.

               (c) "Cause" means (i) a Participant's commission or conviction of
a felony (or guilty or nolo contendere plea in connection therewith); (ii) a
determination by the Board or the Committee that a Participant has defrauded the
Company; or (iii) a determination by the Board or the Committee that a
Participant has committed a material breach of the duties and responsibilities
of the Participant that has caused significant adverse harm to the Company,
which breach is (A) demonstrably willful and deliberate, (B) committed in bad
faith or without reasonable belief that such breach is in the best interests of
the Company and (C) not remedied within a reasonable period of time after
receipt of written notice from the Company specifying such breach.

                   (d)  "Change in Control" means any of the following:


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                (i) An acquisition (other than in a non-control transaction, as
        defined in clause (iii) below) of any Voting Securities by any "person"
        or "group" of persons (as such terms are used in Sections 13 and 14 of
        the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
        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, directly
        or indirectly, the "beneficial owner" (as such term is used in Section
        13 of the Exchange Act) 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 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 


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        Securities beneficially owned by such person or group; and 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).

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               (ii) The individuals who, as of the Effective Date, are members
        of the Board (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 such individual initially assumed office as a result
        of either an actual or threatened "election contest" (as described in
        Rule 14a-11 under the Exchange Act) 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;

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

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                        (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


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                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, 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


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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.

               (e)    "Committee" means the Compensation Committee of the Board.

               (f)    "Company" means AT&T Capital Corporation, a Delaware
corporation.

               (g) "Compensation" means a Participant's then current annual rate
of base salary as of his Date of Termination and his target annual incentive
award for the year in which his Date of Termination occurs (not taking into
account any reductions that would constitute a reason for a Qualifying
Termination) and commissions actually paid during the twelve (12) months
immediately preceding the Date of Termination.

               (h) "Continuous Service" means the Participant's continuous
service with the Company (and any of its Subsidiaries), plus any periods of
continuous service with AT&T or NCR Corporation (or AT&T Global Information
Solutions, Inc.)


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prior to January 1, 1994 and any periods of prior service that have been
designated as "vesting service" under the AT&T Capital Corporation Retirement
and Savings Plan. For purposes of the Plan, Continuous Service shall be measured
as of a Participant's Date of Termination, including any notice period provided
for in Section 8 of the Plan.

               (i) "Date of Termination" means the date on which a Participant's
employment with the Company terminates.

               (j) "Disability" means, with respect to a Participant, a
determination by the Committee that such Participant has become "disabled"
within the meaning of the Company's long-term disability plan as in effect at
the time.
               (k)    "Effective Date" means October 2, 1995.

               (l)    "Final Annual Pay" means the higher of (i) the sum of a
Participant's then current rate of annual base salary as of his Date of
Termination and 110% of target annual incentive for the year in which a Date of
Termination occurs (not taking into account any reduction that would constitute
a basis for a Qualifying Termination) and


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commissions actually paid during the twelve (12) months immediately preceding
the Date of Termination and (ii) the quotient equal to (A) the sum of a
Participant's (1) annual rate of base salary (not taking into account any
reduction that would constitute a basis for a Qualifying Termination), (2)
actual annual incentive payment earned and (3) commissions actually paid during
the three (3) consecutive calendar years preceding the Participant's Date of
Termination in which he had the greatest aggregate earnings, divided by (B)
three (3) ("Average Earnings"). If a Participant has less than three (3)
calendar years of employment with the Company, his Average Earnings shall be the
average amount of his annual rate of base salary (prorated for any partial
calendar year) and actual annual incentive payment earned and commissions
actually paid for the relevant employment period.

               (m) "Other Eligible Termination" means a termination of a
Participant's employment by the Company (other than for Cause, Disability or
Retirement), that is not an RIF Termination.

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               (n) "Participant" means each employee of the Company or any
Subsidiary who is classified as a "strategic system" member (other than a
Corporate Leadership Team member or a Leadership Forum member) or any equivalent
classification as determined from time to time by the Corporate Leadership Team
(or any successor organization) of the Company (a "Strategic Member"), a
Leadership Forum member or a Corporate Leadership Team member (or any successor
classifications to such classifications) who has not been given a written notice
of termination prior to the Effective Date. Payments and benefits under the Plan
will be determined based upon such classification as of the Participant's Date
of Termination (not taking into account any reduction of classification at any
time following the Effective Date which, if such reduction occurred during the
two (2) year period following a Change in Control, would constitute a reason for
a Qualifying Termination under the Plan). Attached as Exhibit A is a list of
Participants as of the Effective Date.

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               (o) "Plan" means the AT&T Capital Corporation Leadership
Severance Plan.

               (p) "Qualifying Termination" of the employment of a Participant
with the Company and any relevant Subsidiaries in connection with a Change in
Control means any of the following:

               (i) A termination of a Participant's employment by the Company
        and its Subsidiaries within two (2) years after a Change in Control,
        other than a termination for Cause;

            (ii) A termination of employment by a Participant within two (2)
        years after such Change in Control for one or more of the following
        reasons:
                      (A) The assignment to such Participant of any duties
        inconsistent, in a way significantly adverse to such Participant, with
        such Participant's positions, duties, responsibilities and status with
        the Company and its Subsidiaries immediately prior to such Change in
        Control, or a significant reduction in the duties and responsibilities
        held by such Participant 


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        immediately prior to such Change in Control; a change in such
        Participant's reporting responsibilities, title or offices as in effect
        immediately prior to such Change in Control that is significantly
        adverse to the Participant; or any removal of such Participant from or
        any failure to re-elect such Participant to any position with the
        Company or any such Subsidiary that such Participant held immediately
        prior to such Change in Control except in connection with such
        Participant's promotion or a termination of employment for Cause (or in
        the case of Retirement, death or Disability); or

               (B) A reduction by the Company or its Subsidiaries in such
        Participant's annual base salary or target annual incentive as in effect
        immediately prior to such Change in Control, or as the same may be
        increased from time to time thereafter; the failure by the Company and
        such Subsidiaries to continue in effect any employee benefit plan or
        compensation plan in which such Participant was participating
        immediately prior to such Change in Control unless such Participant is


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        permitted to participate in other plans providing substantially
        comparable benefits to such Participant; or the taking of any action by
        the Company or its Subsidiaries that which would adversely affect such
        Participant's participation in or materially reduce such Participant's
        benefits under any such plan; or

               (C) The Company or its Subsidiaries requiring such Participant to
        be based anywhere other than such Participant's present work location or
        a location within twenty-five (25) miles from such present location; or
        the Company or its Subsidiaries requiring such Participant to travel on
        company business to an extent substantially more burdensome than such
        Participant's travel obligations immediately prior to such Change in
        Control;

provided that, in the case of any such termination of employment by the
Participant pursuant to paragraphs (A), (B) or (C), above, such termination
shall not be deemed to be a Qualifying Termination unless notice of such
termination occurs within ninety (90) days after the


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Participant receives notice of the occurrence of the events constituting the
reason for such termination; or

           (iii) A termination of a Participant's employment by the Company or
        its Subsidiaries or by the Participant pursuant to one of the reasons
        for termination set forth in paragraph (ii) above within one (1) year
        prior to such Change in Control, other than a termination for Cause, if
        the Participant can demonstrate that such termination or reason for
        termination (A) was at the request of a third party with which AT&T or
        its subsidiaries (other than the Company and its Subsidiaries to the
        extent that they are not directly or indirectly controlled by AT&T at
        the time) had entered into negotiations or an agreement with regard to
        such Change in Control or (B) otherwise occurred in connection with, or
        in anticipation of, such Change in Control, provided that, in either
        such case, such Change in Control actually occurs, and provided,
        further, that the reason for termination set forth in paragraph (ii)
        above occurred on or subsequent to the Effective Date.

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In the event that upon a Change in Control the Company ceases to be a publicly
traded corporation, such event will not, in and of itself, constitute a reason
for a Qualifying Termination under paragraph (ii) above unless one of the
reasons set forth in paragraphs (A), (B) or (C), above occurs. For purposes of
this Plan, a termination of a Participant's employment by the Company or the
Participant on account of the Participant's death, Disability or Retirement
shall not constitute a Qualifying Termination.

               (q) "Retirement" means the voluntary retirement of a Participant
pursuant to a retirement plan of the Company or any relevant Subsidiary.

               (r) "RIF Termination" means the termination of a Participant's
employment (i) by the Company as a result of a reduction in force, change in
operations, facility relocation or closing, or other job elimination, whether or
not related to a Change in Control, or (ii) pursuant to a Qualifying
Termination.
               (s) "Subsidiary" means (i) any person that is directly or
indirectly controlled by the Company or (ii) any


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other person in which the Company has a significant equity interest, as
determined by the Committee.

               (t) "Voting Securities" means any shares of the capital stock or
other securities of the Company that are generally entitled to vote in elections
for directors.

               2. Payments and Benefits Upon an RIF Termination. In the event a
Participant's employment is terminated as a result of an RIF Termination, the
Company will provide to such Participant the following payments and benefits:


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               (a) Within five (5) days following the Participant's Date of
Termination, the Company will pay to such Participant a lump sum cash payment
equal to the greater of (i) two (2) weeks' Compensation for each full year of
Continuous Service and (ii) the percentage of such Participant's Final Annual
Pay set forth below (the "Severance Payments"):

               (A) for Strategic Members (other than Leadership Forum members),
100% of Final Annual Pay;

               (B) for Leadership Forum members (other than Corporate Leadership
Team members), 150% of Final Annual Pay; and

               (C) for Corporate Leadership Team members, 200% of Final Annual
Pay.

               (b) (i) Within five (5) days following the Participant's Date of
Termination, the Company shall provide to the Participant a lump sum cash
payment (the "Benefits Payments") in an amount equal to 135% of the
Participant's premium (determined as of the Date of Termination) required to
obtain "COBRA" continued health and dental coverage 


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(under Section 4980B of the Internal Revenue Code of 1986, as amended (the
"Code")) for the "continuation periods" set forth below (each continuation
period shall begin on the first day of the calendar month following the month in
which such Participant's Date of Termination occurs); provided, however, that if
such continuation period exceeds the period of continuation coverage provided
pursuant to COBRA, the Participant shall receive as part of such lump sum
payment the cost of the remaining months' coverage as it would be calculated had
COBRA applied:
<TABLE>
<S>                                                      <C>
          ============================================== ================
          Strategic Members                              12 months
          ============================================== ================
          Leadership Forum Members                       18 months
          ============================================== ================
          Corporate Leadership Team Members              24 months
          ============================================== ================
</TABLE>

               (ii) In addition, during the continuation periods indicated
above, (A) the Company shall provide life insurance coverage in the amount of
one (1) times Pay (as such term is defined in the Company's Life and Accidental
Loss Insurance Plan, or any comparable definition contained in a replacement or
successor plan (the "Life Insurance


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Plan")) to the Participant ("Basic Life Insurance"), and (B) if a Participant
was receiving prior to his Date of Termination supplemental life insurance
coverage under the Life Insurance Plan in addition to Basic Life Insurance
("Supplemental Life Insurance"), such Participant may elect to continue such
Supplemental Life Insurance by paying the difference between the cost of
providing Supplemental Life Insurance and the cost of providing Basic Life
Insurance. If a Participant elects to continue Supplemental Life Insurance, the
cost will be deducted from such Participant's Benefits Payments hereunder. All
benefits granted, payable or otherwise available to Leadership Forum members and
Corporate Leadership Team members under the Company's Financial Counseling Plan
and Executive Car Plan shall continue for a period of one (1) year from the
Participant's Date of Termination.


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               (c) Within five (5) days following the Participant's Date of
Termination, the Company will pay to such Participant a lump sum cash payment
equal to the sum of (i) the Participant's base salary to the extent earned but
not theretofore paid, (ii) any earned, but unpaid, bonus, (iii) the value of
such Participant's accrued, but unused, vacation, personal days and floating
holidays (including days permitted to be carried forward from the prior year)
and (iv) any other amounts due and owing to the Participant by the Company.

               3. Payments and Benefits Upon an Other Eligible Termination. In
the event a Participant's employment is terminated as a result of an Other
Eligible Termination, the Company will provide to such Participant the following
payments and benefits:

               (a) Within five (5) days following the Participant's Date of
Termination, the Company will pay to such Participant a lump sum cash payment
equal to the greater of (i) one (1) week's Compensation for each full year of
Continuous Service and (ii) the percentage of such


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Participant's Final Annual Pay set forth below (the "Severance Payments"):

               (A) for Strategic Members (other than Leadership Forum members),
50% of Final Annual Pay;

               (B) for Leadership Forum members (other than Corporate Leadership
Team members), 100% of Final Annual Pay; and

               (C) for Corporate Leadership Team members, 150% of Final Annual
Pay.

               (b) (i) Within five (5) days following the Participant's date of
Termination, the Company shall provide to the Participant a lump sum cash
payment (the "Benefits Payments") in an amount equal to 135% of the
Participant's premium (determined as of the Date of Termination) required to
obtain "COBRA" continued health and dental coverage (under Section 4980B of the
Code) for the following "continuation periods" (each continuation period shall
begin on the first day of the calendar month following the month in which such
Participant's Date of Termination occurs):



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<TABLE>
<S>                                                        <C>
          ================================================ ==============
          Strategic Members                                6 months
          ================================================ ==============
          Leadership Forum Members                         12 months
          ================================================ ==============
          Corporate Leadership Team Members                18 months
          ================================================ ==============
</TABLE>

               (ii) In addition, during the continuation periods indicated
above, (A) the Company shall provide Basic Life Insurance to the Participant and
(B) if a Participant was receiving Supplemental Life Insurance coverage prior to
his Date of Termination, such Participant may elect to continue such
Supplemental Life Insurance by paying the difference between the cost of
providing Basic Life Insurance and the cost of providing Supplemental Life
Insurance. If a Participant elects to continue Supplemental Life Insurance, the
cost will be deducted from such Participant's Benefits Payments hereunder.

               (c) Within five (5) days following the Participant's Date of
Termination, the Company will pay to such Participant a lump sum cash payment
equal to the sum of (i) the Participant's base salary to the extent earned but
not theretofore paid, (ii) any earned, but unpaid, bonus,



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(iii) the value of such Participant's accrued, but unused, vacation, personal
days and floating holidays (including days permitted to be carried forward from
the prior year) and (iv) any other amounts due and owing to the Participant by
the Company.

               4. Events Prior to and Unrelated to a Change in Control.
Notwithstanding anything contained herein to the contrary, in the event of a
sale of a division or unit of the Company prior to a Change in Control, provided
that such sale is not made at the request of a third party with which AT&T or
its subsidiaries (other than the Company and its Subsidiaries to the extent that
they are not directly or indirectly controlled by AT&T at the time) had entered
into negotiations or an agreement with regard to a Change in Control, or has not
otherwise occurred in connection with, or in anticipation of, a Change in
Control, such sale shall not result in an RIF Termination or an Other Eligible
Termination with respect to any affected Participant, and no such Participant
shall be eligible to receive the Severance Payments or benefits provided under
Section 2 or 3 of


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the Plan if such Participant is offered another reasonably comparable position
with reasonably comparable compensation with the acquiring or resulting company
in the same general geographic area as such Participant's then current position
("Comparable Employment"). Notwithstanding the foregoing, if such Participant's
Comparable Employment with the acquiring or resulting company is terminated by
such company (other than pursuant to a reason which would constitute Cause,
Disability or Retirement hereunder) within six (6) months from his Date of
Termination with respect to the Company, the Company will provide (a) any
Severance Payments (less the amount of salary, bonuses, commissions and
severance payments paid by the acquiring or resulting company) and (b) Benefits
Payments and continued Basic Life Insurance (less the number of months he was
provided with such benefits by the acquiring or resulting company) that the
Participant would have been entitled to on his Date of Termination.

               5. Certain Additional Payments by the Company and Payment
Limitations. (a) Anything in this Plan to the


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contrary notwithstanding, in the event it shall be determined that any payment
or distribution by the Company or any of its affiliates to or for the benefit of
a Participant who is a Corporate Leadership Team member or Leadership Forum
member (whether paid or payable or distributed or distributable pursuant to the
terms of this Plan, any of the Company's other compensation, severance, share
ownership or benefit plans or otherwise, but determined without regard to any
additional payments required under this Section 5) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or imposed by any
other taxing authority, or any interest or penalties are incurred by the
Participant with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Participant shall be entitled to receive an additional
payment (a "Gross-Up Payment"), no later than twenty (20) days following such
Payment in an amount such that after payment by the Participant of all taxes
(and any interest and penalties imposed with respect


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thereto) including, without limitation, any income and employment taxes and
Excise Tax, imposed upon the Gross-Up Payment, the Participant retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All
federal, state and local income and employment tax calculations shall be based
upon the maximum marginal rates then in effect.

               (b) All determinations required to be made under this Section 5
shall be made by the Company's public accounting firm that is performing such
services immediately prior to a Change in Control. Such determination shall be
made no later than fifteen (15) days following any Payment. Such accounting firm
shall provide its determination to the Participant and the Company. If the
accounting firm determines that no Excise Tax is payable by the Participant, it
shall furnish the Participant with a written opinion to such effect.

               (c) Notwithstanding the foregoing, in the event that the amount
of the Participant's Excise Tax liability is subsequently determined to be
greater than the Excise Tax


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liability with respect to which the Gross-Up Payment under Section 5(a) was
made, the Company shall pay to the Participant an additional Gross-Up Payment
with respect to such additional Excise Tax (and any interest and penalties
thereon) at the time that the amount of the actual Excise Tax liability is
finally determined.

               (d) The Participant and the Company shall each reasonably
cooperate with the other in connection with any administrative or judicial
proceedings concerning the existence or amount of liability for Excise Tax and
the expenses of any such proceedings shall be borne solely by the Company.

               (e) While the foregoing provisions of Section 5(a)-(d) do not
apply to Strategic Members, all payments made under this Plan to Strategic
Members shall be subject to the provisions of the AT&T Capital Corporation
Employee Compensation Adjustment Plan, as in effect from time to time.

               6. Enhanced Payments. Any Participant who signs a Separation
Agreement and General Release prepared by the 


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Company (substantially in the form attached hereto as Annex A) in connection
with a termination of employment under this Plan shall receive an additional
lump sum payment, within thirty (30) days following such Participant's execution
of a Separation Agreement and General Release, equal to (a) in the event of an
RIF Termination, 20% of the Severance Payment to which such Participant is
entitled or (b) in the event of an Other Eligible Termination, 40% of the
Severance Payment to which such Participant is entitled.


               7. Outplacement Services. The Company will provide Participants
with reasonable outplacement services commensurate with such Participant's
position in the event of an RIF Termination or an Other Eligible Termination.

               8.     Notice of Termination.

               (a) RIF Termination. Each Participant who is entitled to a
Severance Payment in connection with an RIF Termination shall receive written
notice of termination from the Company at least ninety (90) days prior to the
Participant's Date of Termination.


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               (b) Other Eligible Termination. Each Participant who is entitled
to a Severance Payment pursuant to an Other Eligible Termination shall receive
written notice of termination from the Company at least four (4) weeks prior to
the Date of Termination.

               (c) Certain Terminations by Participants. A Participant who is
terminating employment pursuant to one of the reasons set forth in Section
1(p)(ii) shall provide the Company with written notice of termination of at
least fifteen (15), but no more than ninety (90), days. Such notice shall be
provided at any time during the 90-day period set forth in Section 1(p)(ii).

               (d) Termination by the Company Following a Change in Control.
Notwithstanding anything to the contrary contained in paragraphs (a) and (b)
above, following a Change in Control, the minimum applicable notice period for
termination of employment by the Company or any of its Subsidiaries for any
reason (or without reason) for (i) Corporate Leadership Team members, (ii)
Leadership Forum members as of the Effective Date and (iii) any other person

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who becomes a Leadership Forum member after the Effective Date but prior to the
date of the Change in Control, shall be the greater of (A) 90 days prior to such
Participant's Date of Termination or (B) the number of days from such notice
through September 2, 1996.

               (e) Payment in Lieu of Notice. Notwithstanding the foregoing, the
Company may, in its sole discretion, remove the Participant from the Company's
payroll (and such date of removal shall be the Participant's Date of
Termination) and provide the following payments in lieu of providing notice
hereunder or receiving the Participant's notice: (i) an amount equal to the sum
of (A) the Participant's base salary as of his Date of Termination (not taking
into account any reductions that would constitute a reason for a Qualifying
Termination) for the remaining applicable notice period and (B) (1) commissions
actually earned by the Participant for the twelve (12) months immediately
preceding the Participant's Date of Termination, divided by (2) 52.2, and (3)
multiplied by the applicable number of weeks of notice, and (ii) in addition to
any 


                                      -33-

<PAGE>
<PAGE>


Benefits Payments owed hereunder, 100% of such Participant's COBRA premiums
(determined as of the Date of Termination) for the applicable period of notice.
Notwithstanding anything to the contrary set forth in this Section 8(e) above,
this provision shall not apply prior to September 3, 1996 to any termination of
employment of any of the Participants described in Section 8(d)(i), (ii) or
(iii) following a Change in Control.

               (f) General. Each notice of termination under the Plan shall
specify the category of such termination (i.e., an RIF Termination or an Other
Eligible Termination) and shall be provided (by mail, hand delivery or
facsimile) to the Participant at his last known address in the Company's records
or at his place of employment or to the Company at its corporate headquarters
(attention Vice President, Human Resources), as the case may be. Each
Participant on a leave of absence or on disability leave during the applicable
notice period will remain on the Company's payroll for a minimum of thirty (30)
days following such Participant's return from such leave. In the event

                                      -34-

<PAGE>
<PAGE>


that, following the delivery of a notice of termination by a Participant or the
Company, the Participant's employment terminates for a reason other than that
specified in the applicable notice of termination, the Participant's right to
receive any applicable Severance Payment or Benefits Payment described in
Section 2 or 3 of the Plan shall be based upon the reason specified in the
original notice of termination of employment, and the Company shall have no
obligation to continue the Participant on its payroll after such Participant's
Date of Termination.

               9. Transfers. If a Participant accepts a transfer to a position
within the Company or any Subsidiary within the notification period of Section
8, such Participant will not be treated as being terminated pursuant to an RIF
Termination or Other Eligible Termination.

               10. Withholding Taxes. The Company may withhold from all payments
due to a Participant (or his beneficiary or estate) hereunder all taxes which,
by applicable federal, state, local or other law, the Company is required to
withhold therefrom.

                                      -35-

<PAGE>
<PAGE>

               11. Reimbursement of Expenses. If any contest or dispute shall
arise under this Plan involving termination of a Participant's employment with
the Company, and it is finally determined by a court of competent jurisdiction
that the Company failed or refused to perform fully in accordance with the terms
hereof, the Company shall reimburse the Participant for all reasonable legal
fees and expenses incurred by the Participant in connection with such contest or
dispute, together with interest in an amount equal to the prime rate of
Citibank, N.A. from time to time in effect, but in no event higher than the
maximum legal rate permissible under applicable law. Such interest shall accrue
from the date the Company receives the Participant's statement for such fees and
expenses through the date of payment therefor.

               12.    Termination or Amendment of Plan.

               (a) This Plan shall be in effect as of the Effective Date and
shall continue until terminated by the Company as provided in paragraph (b) of
this Section 12.

                                      -36-

<PAGE>
<PAGE>

               (b) The Company shall have the right prior to a Change in
Control, in its sole discretion, pursuant to action by the Board or the
Committee, to approve the termination or amendment of this Plan; provided,
however, that no such action which would adversely affect the rights or
potential rights of Participants shall be taken by the Board or the Committee
(i) during any period of time when the Board or the Committee, as the case may
be, has knowledge that any person (including AT&T) has taken steps reasonably
calculated to effect a Change in Control of the Company (a "Possible Change in
Control") until in the opinion of the Board or the Committee such Possible
Change in Control is no longer a reasonable possibility or (ii) within twelve
(12) months following the date that such Change in Control ceases to exist; and
provided, further, that in no event shall this Plan be terminated or amended
within the twenty-seven (27) month period following a Change in Control in any
manner which would adversely affect the rights or potential rights of
Participants.

                                      -37-

<PAGE>
<PAGE>

               13. Scope of Plan. Nothing in this Plan shall be deemed to
entitle any Participant to continued employment with the Company or its
Subsidiaries.

               14.    Successors; Binding Obligation.

               (a) This Plan shall not be terminated by any merger or
consolidation of the Company whereby the Company is or is not the surviving or
resulting corporation or as a result of any transfer of all or substantially all
of the assets of the Company or a purchase of the securities of the Company. In
the event of any such merger, consolidation, transfer of assets or purchase, the
provisions of this Plan shall be binding upon the surviving or resulting
corporation or the person or entity to which such assets are transferred.

               (b) The Company agrees that concurrently with any merger,
consolidation, transfer of assets or purchase of the securities of the Company
referred to in paragraph (a) of this Section 14, it will cause any successor or
transferee unconditionally to assume all of the obligations of the Company
hereunder.

                                      -38-

<PAGE>
<PAGE>

               (c) This Plan shall inure to the benefit of and be enforceable by
each Participant's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If a Participant shall
die while any amounts would be payable to the Participant hereunder had the
Participant continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to such person
or persons appointed in writing by the Participant to receive such amounts or,
if no person is so appointed, to the Participant's estate.

               15.    Full Settlement; Resolution of Disputes.

                                      -39-

<PAGE>
<PAGE>

               (a) The Company's obligation to make any payments provided for by
this Plan to a Participant and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Participant or
others. In no event shall a Participant be obligated to seek other employment or
take other action by way of mitigation of the amounts payable to the Participant
under any of the provisions of this Plan and such amounts shall not be reduced
whether or not the Participant obtains other employment.

               (b) If there shall be any dispute between the Company and a
Participant in the event of any termination of the Participant's employment then
unless and until there is a judgment by a court of competent jurisdiction
declaring that such termination was for Cause, that the determination by the
Participant of the existence of a basis for a Qualifying Termination was not
made in good faith, or that the Company was not otherwise obligated to pay any
amount or provide any benefit to the Participant and his dependents or

                                      -40-

<PAGE>
<PAGE>


other beneficiaries, as the case may be, as a result of an RIF Termination or
Other Eligible Termination, the Company shall pay all amounts, and provide all
benefits, to the Participant and his dependents or other beneficiaries, as the
case may be, that the Company would be required to pay or provide under the Plan
as though such termination were by the Company without Cause, or by the
Participant pursuant to a Qualifying Termination and/or as a result of an RIF
Termination or Other Eligible Termination, as the case may be. The Company shall
not, however, be required to pay any disputed amounts pursuant to this paragraph
except upon receipt of an undertaking by or on behalf of the Participant to
repay all such amounts to which the Participant is ultimately adjudged by such
court not to be entitled.

               16. Employment with Subsidiaries. Employment with the Company for
purposes of this Plan shall include employment with any of its Subsidiaries.

               17. Other Severance Payments. All Severance Payments due under
the Plan (whether related to an RIF Termination or an Other Eligible
Termination) shall be in


                                      -41-

<PAGE>
<PAGE>


addition to any other amounts payable under any other plan of the Company, but
shall be reduced by the present value of any severance payments required to be
paid to a member whose work location is outside the United States pursuant to
any non-U.S. statute, regulation, law or plan.

               18. Governing Law; Validity. The interpretation, construction and
performance of this Plan shall be governed by and construed and enforced in
accordance with the internal laws of the State of New Jersey without regard to
the principle of conflicts of laws. The invalidity or unenforceability of any
provision of this Plan shall not affect the validity or enforceability of any
other provision of this Plan, which other provisions shall remain in full force
and effect.
               19. Administration. The Company shall be the "Plan Administrator"
of the Plan, but the Plan shall be administered on the Company's behalf by the
Company's Vice President--Human Resources and General Counsel. The Plan
Administrator shall make the rules and regulations necessary to administer the
Plan and shall have the responsibility and 


                                      -42-

<PAGE>
<PAGE>


discretionary authority to interpret the terms of the Plan, determine
eligibility for benefits and to determine the amounts of such benefits. Appeals
of decisions and interpretations by the Plan Administrator may be made by
Participants to the Company's Corporate Leadership Team (the "Committee") or any
designated subcommittee thereof. In the event a decision must be made with
respect to a specific claim or benefit of either the Vice President-Human
Resources or the General Counsel, such person shall not be involved in any such
decision. No member of the Committee shall participate in any appeal with
respect to his benefits hereunder. To the extent permitted by law, all agents
and representatives of the Plan Administrator shall be indemnified by the
Company against any claims, and the expenses of defending against such claims,
resulting from by action or conduct (not taken in bad faith) relating to the
administration of the Plan.


                                      -43-



<PAGE>
<PAGE>

AT&T Capital Corporation                                               EXHIBIT A
Leadership Severance Plan Participants                               Page 1 of 4


<TABLE>
<CAPTION>
----------------------------------------------------------------
       UNIT          TITLE/DEPT.     GROUP         NAME
----------------------------------------------------------------
----------------------------------------------------------------
<S>                <C>                <C>   <C> 
Capital            CEO                CLT   Wajnert, Tom
                   ---------------------------------------------
                   ---------------------------------------------
                   CBL                CLT   Rothman, Irv
                   ---------------------------------------------
                   ---------------------------------------------
                   CBL                CLT   Van Sickle, Charles
                   ---------------------------------------------
                   ---------------------------------------------
                   CSL                CLT   Dwyer, Ed
                   ---------------------------------------------
                   ---------------------------------------------
                   CSL                CLT   Morey, Ruth
                   ---------------------------------------------
                   ---------------------------------------------
                   CSL                CLT   McCarthy, Dan
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
                   ---------------------------------------------
CSUs               Corp. Comm.        LF    Zachary, Carolyn
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   Corp. Dev.         LF    Sadeghi, Mani
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   Finance            LF    Gerard, Valerie
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance            LF    Hesselink, Ann
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance            LF    Oliu, Ray
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance            LF    Pfister, Judy
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance            LF    Votek, Glenn
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance                  Cornelison, Rich
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance                  Doomany, Rich
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance                  Greco, George
                   ---------------------------------------------
                   ---------------------------------------------
                   Finance                  Kettenstock, Liz
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   HR                 LF    McAuley, Sara
                   ---------------------------------------------
                   ---------------------------------------------
                   HR                       Hays, Jake
                   ---------------------------------------------
                   ---------------------------------------------
                   HR                       Smith, Janet
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   IMM                      Dell, Brent
                   ---------------------------------------------
                   ---------------------------------------------
                   IMM                LF    Miltenberger, Ken
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   OD                 LF    Henry, Ann
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management    LF    DeBernardi, Mike
                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management    LF    Ingato, Bob
                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management    LF    Law, Lyn
                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management    LF    Lucas, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management          Nosofsky, Joe
                   ---------------------------------------------
                   ---------------------------------------------
                   Risk Management          Storrs, Dave
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
----------------------------------------------------------------
Automotive                            LF    Chadwick, Skeet
                   ---------------------------------------------
                   ---------------------------------------------
                                            Hare, Greg
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kagan, Eric
                   ---------------------------------------------
                   ---------------------------------------------
                                            Laleker, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                                            Noonan, Jim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Steger, Pete
                   ---------------------------------------------
                   ---------------------------------------------
                                            Taibi, Charlie
                   ---------------------------------------------
                   ---------------------------------------------
</TABLE>

<PAGE>
<PAGE>

AT&T Capital Corporation                                               EXHIBIT A
Leadership Severance Plan Participants                               Page 2 of 4


<TABLE>
<CAPTION>
----------------------------------------------------------------
       UNIT          TITLE/DEPT.     GROUP         NAME
----------------------------------------------------------------
----------------------------------------------------------------
<S>                <C>                <C>   <C> 
Business Finance                      LF    Canning, John
                   ---------------------------------------------
                   ---------------------------------------------
                                            Bennett, Joe
                   ---------------------------------------------
                   ---------------------------------------------
                                            Chobot, John
                   ---------------------------------------------
                   ---------------------------------------------
                                            Huston, Julie
                   ---------------------------------------------
                   ---------------------------------------------
                                            Lam, Danny
                   ---------------------------------------------
                   ---------------------------------------------
                                            Langworthy, Rich
                   ---------------------------------------------
                   ---------------------------------------------
                                            Neagle, Bob
                   ---------------------------------------------
                   ---------------------------------------------
                                            Rumpolo, Joe
                   ---------------------------------------------
                   ---------------------------------------------
                                            Seidenwar, Paul
                   ---------------------------------------------
                   ---------------------------------------------
                                            Taylor, Gary
                   ---------------------------------------------
                   ---------------------------------------------
                                            Wilkinson, Judy
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
----------------------------------------------------------------
Capital Markets                       LF    Andrews, Ed
                   ---------------------------------------------
                   ---------------------------------------------
                                            Brown, Charlie
                   ---------------------------------------------
                   ---------------------------------------------
                                            Fontana, Louis
                   ---------------------------------------------
                   ---------------------------------------------
                                            Geraghty, John
                   ---------------------------------------------
                   ---------------------------------------------
                                            Golding, Rob
                   ---------------------------------------------
                   ---------------------------------------------
                                            Gromek, Ed
                   ---------------------------------------------
                   ---------------------------------------------
                                            Miller, Jeff
                   ---------------------------------------------
                   ---------------------------------------------
                                            Olson, Rich
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
----------------------------------------------------------------
Credit - CS                           LF    Gold, Gerri
                   ---------------------------------------------
                   ---------------------------------------------
                                            Adams, Tom
                   ---------------------------------------------
                   ---------------------------------------------
                                            Darensbourg, Rodney
                   ---------------------------------------------
                   ---------------------------------------------
                                            Delacruz, Carol
                   ---------------------------------------------
                   ---------------------------------------------
                                            Hadicke, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                                            Haggerty, Marybeth
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kendall, Keith
                   ---------------------------------------------
                   ---------------------------------------------
                                            Martin, Gail
                   ---------------------------------------------
                   ---------------------------------------------
                                            Sena, Arlene
                   ---------------------------------------------
                   ---------------------------------------------
                                            Teucke, Jeff
                   ---------------------------------------------
                   ---------------------------------------------
                                            Thomas, Bret
                   ---------------------------------------------
                   ---------------------------------------------
                                            Trump, Doug
                   ---------------------------------------------
                   ---------------------------------------------
                                            Vukas, Chris
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
----------------------------------------------------------------
Credit - GIS                          LF    Deehan, George
                   ---------------------------------------------
                   ---------------------------------------------
                                            Boone, Gary
                   ---------------------------------------------
                   ---------------------------------------------
                                            Carroll, Jim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kammerer, Gerry
                   ---------------------------------------------
                   ---------------------------------------------
                                            Miller, Earl
                   ---------------------------------------------
                   ---------------------------------------------
</TABLE>


<PAGE>
<PAGE>

AT&T Capital Corporation                                               EXHIBIT A
Leadership Severance Plan Participants                               Page 3 of 4

<TABLE>
<CAPTION>
----------------------------------------------------------------
       UNIT          TITLE/DEPT.     GROUP         NAME
----------------------------------------------------------------
----------------------------------------------------------------
<S>                <C>                <C>   <C> 
Leasing Services                      LF    Tenner, Jim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Burke, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                                            Driscoll, Donna
                   ---------------------------------------------
                   ---------------------------------------------
                                            Fikse, Sheryl
                   ---------------------------------------------
                   ---------------------------------------------
                                            Herlihy, Thomas
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kelly, Mark
                   ---------------------------------------------
                   ---------------------------------------------
                                            Langstaff, Michele
                   ---------------------------------------------
                   ---------------------------------------------
                                            Larson, Karen
                   ---------------------------------------------
                   ---------------------------------------------
                                            McCarthy, Rob
                   ---------------------------------------------
                   ---------------------------------------------
                                            Pfeiffenberger,
                                            John
                   ---------------------------------------------
                   ---------------------------------------------
                                            Roose, Tom
                   ---------------------------------------------
                   ---------------------------------------------
                                            Viscomi, Ralph
                   ---------------------------------------------
                   ---------------------------------------------
                                            Wilton, Keith
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
                   ---------------------------------------------
Systems Leasing                       LF    Cherney, Ed
                   ---------------------------------------------
                   ---------------------------------------------
                                            Baker, Ron
                   ---------------------------------------------
                   ---------------------------------------------
                                            Bruchanski, Ken
                   ---------------------------------------------
                   ---------------------------------------------
                                            Callaghan, Pat
                   ---------------------------------------------
                   ---------------------------------------------
                                            Callahan, Pat
                   ---------------------------------------------
                   ---------------------------------------------
                                            Cowan, Ken
                   ---------------------------------------------
                   ---------------------------------------------
                                            Lochow, Harold
                   ---------------------------------------------
                   ---------------------------------------------
                                            Marks, Lloyd
                   ---------------------------------------------
                   ---------------------------------------------
                                            Ostroski, John
                   ---------------------------------------------
                   ---------------------------------------------
                                            Pinkerton, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                                            Recker, Jim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Schultz, George
                   ---------------------------------------------
                   ---------------------------------------------
                                            Stroscheim, Jim
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
----------------------------------------------------------------
Asia Pacific                          LF    Soper, Derek,
                   ---------------------------------------------
                   ---------------------------------------------
                                            Chan, Don
                   ---------------------------------------------
                   ---------------------------------------------
                                            Cain, Jim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Leach, Adrian
                   ---------------------------------------------
                   ---------------------------------------------
                                            Li, Daniel
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------
                   ---------------------------------------------
Canada                                LF    Hammill, Tim
                   ---------------------------------------------
                   ---------------------------------------------
                                            Bartley, Ken
                   ---------------------------------------------
                   ---------------------------------------------
                                            Dionne, J. Harold
                   ---------------------------------------------
                   ---------------------------------------------
                                            Goldstein, Tammi
                   ---------------------------------------------
                   ---------------------------------------------
                                            Harding, Richard
                   ---------------------------------------------
                   ---------------------------------------------
                                            Howe, Rob
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kidd, Peter
                   ---------------------------------------------
                   ---------------------------------------------
                                            Korylak, John
                   ---------------------------------------------
                   ---------------------------------------------
                                            LaLeggia, Joe
                   ---------------------------------------------
                   ---------------------------------------------
                                            Parkinson, Alan
                   ---------------------------------------------
                   ---------------------------------------------
                                            Traunero, Ezio
                   ---------------------------------------------
                   ---------------------------------------------
</TABLE>

<PAGE>
<PAGE>

AT&T Capital Corporation                                               EXHIBIT A
Leadership Severance Plan Participants                               Page 4 of 4


<TABLE>
<CAPTION>
----------------------------------------------------------------
       UNIT          TITLE/DEPT.     GROUP         NAME
----------------------------------------------------------------
----------------------------------------------------------------
<S>                <C>                <C>   <C> 
Europe                                LF    Fatum, Arthur
                   ---------------------------------------------
                   ---------------------------------------------
                                            Grice, Dennis
                   ---------------------------------------------
                   ---------------------------------------------
                                            Guichard, Antoine
                   ---------------------------------------------
                   ---------------------------------------------
                                            Harrison, Ian
                   ---------------------------------------------
                   ---------------------------------------------
                                            Hughes, Michael
                   ---------------------------------------------
                   ---------------------------------------------
                                            Jansen, Frans
                   ---------------------------------------------
                   ---------------------------------------------
                                            Jones, Rick
                   ---------------------------------------------
                   ---------------------------------------------
                                            Kainradl, Peter
                   ---------------------------------------------
                   ---------------------------------------------
                                            Murray, Stuart
                   ---------------------------------------------
                   ---------------------------------------------
                                            Paganelli, Federico
                   ---------------------------------------------
                   ---------------------------------------------
                                            Reilly, Julie
                   ---------------------------------------------
                   ---------------------------------------------
                                            Spendeck, Horst
                   ---------------------------------------------
                   ---------------------------------------------
                                            White, Mark
                   ---------------------------------------------
                   ---------------------------------------------

                   ---------------------------------------------
----------------------------------------------------------------
Latin America                         LF    Bridges, Bill
                   ---------------------------------------------
                   ---------------------------------------------
                                            Guerrero, Arturo
                   ---------------------------------------------
                   ---------------------------------------------

----------------------------------------------------------------

</TABLE>