AT&T Corp Watch

from 8-K ~5 pages Rstrctd Stk Unit Award Agmt for Non-Emp Directors

from 10-K ~20 pages Employment Agreement

from 8-K ~10 pages Restricted Stock Unit Award Agreement

from 8-K ~10 pages Form of Performance Share Aware Agreement

from 10-Q ~5 pages AT&T Deferred Compensation Plan for Non-Employee Directors

from 10-Q 1 page Summary of Actions

from 10-Q ~50 pages AT&T Senior Officer Severance Plan

from 10-Q 1 page AT&T Board Resolutions

from 10-Q ~5 pages AT&T Short Term Incentive Plan

from 10-K 1 page Amendment to Exhibit a of Employment Agreement

from 10-K ~5 pages Amendment to Employment Agreement

from 10-K 1 page Special Temporary Allowance Agreement

from 10-K ~5 pages Employment Agreement

from 10-K ~10 pages Board of Directors Resolution

from 10-K 1 page Special Temporary Allowance Agreement

from 10-K ~5 pages Executive Disability Plan

from 10-K 1 page <page> Exhibit (10)(iii)(a)23 (AT&T Logo) July 24, 2002 Thomas W. Horton C/O AT&T Corp. 295 North Maple Avenue Basking Ridge, Nj 07920 Tom, This Letter Will Document the Discussion You Have Had With Rebecca Sugalski Relative to Your Financial Counseling, Tax Preparation and Estate Planning Services. I Am Happy to Honor Your Request to Utilize the Services of Your Personal Financial Counselor Who Is Employed by a Firm Outside of AT&T'S (The Company's) Current Financial Counseling Program for Officers. the Company Shall Provide Payment for Financial Counseling Fees From Your Personal Financial Counselor During Your Employment With the Company, in Lieu of Your Participation in AT&T'S Financial Counseling Program. Fees Subject to Payment by the Company Shall Be in Accordance With Those Services Provided Under AT&T'S Financial Counseling Program, and Include Fees for Individual Financial Counseling, Preparation of Personal Federal and State Income Tax Returns and Wills and Other Estate Planning Documents for You and Your Spouse. Dollar Amounts to Be Paid Shall Be Limited to the Amounts the Company Provides for Under Its Financial Counseling Program. the Company Shall Impute to You the Amount of the Payments and Will Pay You a Federal Tax Allowance on the Fees, Calculated in Accordance With Company Practices Applicable to Other Company Executives. Please Be Sure to Provide Unpaid Financial Counseling, Tax Preparation and Estate Planning Bills Directly to Noreen Fitzgerald in the Executive Employment Contracts / Benefits Plans Team for Processing. Tom, if You Agree With the Terms and Conditions Detailed Herein, Please Sign This Letter in the Space Provided Below, Prior to August 5, 2002. for Your Records, Make a Copy and Then Return the Executed Copy to Rebecca Sugalski in the Executive Employment Contracts / Benefits Plans Team. Sincerely, /S/ Mirian Graddick-Weir Mirian Graddick-Weir /S/ Thomas W. Horton 7/26/2002 - Agreed and Accepted Date Thomas W. Horton

from 10-K 1 page <page> Exhibit (10)(iii)(a)22 September 16, 2002 Thomas W. Horton AT&T 900 Route 202/206n P.O. Box 752 Bedminster, Nj 07921-752 Dear Tom: Paragraph 5(e) of Your Employment Agreement Dated June 10, 1999 ("Agreement") Provides That You Must Repay Your Signing Bonus if You Leave Your Employment Without Good Reason (As Defined in the Agreement) Before January 1, 2004. We Have Subsequently Discussed and Agreed That if Your Termination Before January 1, 2004 Is for Good Reason or Due to Death or Disability, Then You Shall Have No Obligation to Repay the Signing Bonus. Please Sign Where Indicated Below to Acknowledge This Modification to the Agreement. Very Truly Yours, /S/ Mirian M. Graddick Mirian M. Graddick Acknowledged By: /S/ Thomas W. Horton - Thomas W. Horton

from 10-K ~5 pages Pension Agreement

from 10-K ~10 pages Employment Agreement