THE AT&T
                       DIRECTORS INDIVIDUAL LIFE INSURANCE
                                     PROGRAM










                                 January 1, 1987









                                 Revised 12/1/95





                                TABLE OF CONTENTS



                                      PAGE
PROGRAM
OVERVIEW...............................................................1

ELIGIBILITY....................................................................1

COVERAGE.......................................................................1

INSURABILITY...................................................................1

PREMIUM SHARING/BENEFIT
SHARING................................................2

PREMIUM
PERIOD.................................................................2

PREMIUM
AMOUNT.................................................................3

PREMIUM
WAIVERS................................................................3

OWNERSHIP......................................................................3

CASH
VALUE.....................................................................3

CASH
AVAILABILITY..............................................................3

EARLY
RETIREMENT...............................................................3

CONTRACTUAL
AGREEMENT..........................................................3

TAXES..........................................................................4

ENROLLMENT.....................................................................4







                               Enrollment Package
Program Overview

The Directors  Individual Life Insurance Program (DILIP) is an arrangement where
the Company and you purchase a permanent life insurance  policy on your life and
share the premium payment. If you die while AT&T is still a party to the policy,
typically  before you reach age 70, the death benefit is also shared between the
Company and your designated beneficiary.  This type of arrangement this known in
the insurance industry as "Split Dollar." After attaining age 70 or if later, 10
years (in some cases it may be longer to avoid violation of the Internal Revenue
Service  Regulations  Section 7702 guidelines) from the date of issuance of this
policy,  the  Company  will  recoup  its  premium  payments  from the cash value
build-up  in the  policy  and  cease to have any  interest  in the  policy.  The
remaining  cash value will be sufficient  to give you a "paid-up"  death benefit
after  attaining  normal  retirement  age, i.e., all premiums will cease and the
death benefit of the policy will be secured for the designated  beneficiary with
no further cost to you.

At the time of  enrollment  your  death  benefit  will be  $100,000.  Your death
benefit will increase annually at 7%. The premium cost to you will also increase
to reflect your  increasing  age as well as the  increased  death  benefit.  The
Company  will  pay a  significant  portion  of the  premium  (see  the  attached
illustration). Over time, the Company portion of the premium will decrease.

Although  this  arrangement  is  primarily  designed to pay a benefit  upon your
death, there is also a cash value build-up occurring coincident with the premium
payments that continues after the premium payments cease.  Once sufficient funds
have  accumulated  and the  Company no longer  has an  interest  in the  policy,
because it has recouped its premiums,  you have the option to use some or all of
the remaining cash in lieu of some or all of the death benefit.

Eligibility

DILIP is for non-employee members of the AT&T Board of Directors.

Coverage

The death benefit will automatically increase 7% on January 1 of each year.

Insurability

If you enroll within 60 days of becoming a Board Member,  you are  guaranteed to
be insured.  If you choose to delay  enrollment,  proof of  insurability  may be
required at that time before a policy can be written or coverage  increased.  If
you are on disability  at the time of  eligibility,  enrollment  must be delayed
until you return to work.






Premium Sharing/Benefit Sharing

DILIP  has its  origin in what the  insurance  industry  calls a "Split  Dollar"
program.  The term "Split Dollar" insurance comes from a concept of the Employer
and the Employee  sharing the premium payment on a life insurance  policy on the
employee.  At age 70 or if later,  10 years  (in some  cases it may be longer to
avoid  violation  of the  Internal  Revenue  Service  Regulations  Section  7702
guidelines)  from the date of issuance of the policy,  the  Company's  aggregate
premiums  are  returned  from a  "special"  cash  value  built  into the  policy
expressly  for this  purpose.  Should  you die before  the  Company's  aggregate
premiums are returned,  death benefit  payments are made to both the Company and
your beneficiary.  However, the benefit the Company receives does not reduce the
death benefit paid to your beneficiary.  After the Company's  aggregate premiums
are returned,  the Company no longer has an interest in the policy. At that time
you will have a "paid up" permanent life insurance policy with a cash value that
can be made available to you at your option.



Example:*
                            Sample Director's Program
                                              Current Age 55

                                         Annual
Premium                         Cash Value
                                  
                                   
Attained               Death
Age                   Benefit           Director
Company             Director              Company
- ---                   -------           --------
- -------             --------              -------
55                   $100,000            $   620
$10,959                    0            $   9,085
60                    140,300              1,459
10,120            $   9,362               64,447
65                    196,700              3,345
8,234               52,636              112,066
69                    257,900              4,384
7,195              118,594              142,495
70#                   257,900                  0
0              122,893                    0


* This example is for illustrative  purposes only and assumes a 7% annual growth
in death benefit  (assumed  base salary) and an 8% yield on  investment  for the
cash value. The yield on investment is not guaranteed.

# At normal retirement the death benefit becomes  constant,  premiums cease, the
Company's  aggregate  premiums  are returned and your cash value may continue to
grow.

Premium Period

DILIP is designed for premiums to be extended  over a period of time to ease the
impact on cash flow to both you and the  Company.  This period is normally  from
the time of your enrollment  until you reach age 70,  however,  premiums must be
paid  for a  minimum  of 10  years  (in some  cases  it may be  longer  to avoid
violation of the Internal Revenue Service  Regulations Section 7702 guidelines).
Therefore,  if you enroll in the program  after age 60, you and the Company will
continue premium contributions until the minimum is reached.






Premium Amount

Included as an attachment is a personal  illustrations.  The illustration  shows
the Company's as well as your annual premium through the life of the policy.

Premium Waivers

There are no Premium Waivers associated with this policy.

Ownership

There are three options:

         Board Member as Owner
         All paperwork  should be signed by Senior  Manager as proposed  insured
and owner.

         Owner at Enrollment is not the Board Member
         Another option is for you not to take  ownership,  but
rather  another,
         i.e., individual, trust, etc., apply for ownership of the
policy. It is
         of  particular  importance  that if the owner of the
policy is not you,
         the  owner  must  sign as the  "Applicant/Owner"  and you
must sign the
         application as the "Proposed Insured".

         Transfer of Ownership
         The  owner  of this  policy  may  subsequently  transfer
ownership  to
         another, i.e., an individual, trust, etc. Please contact
Kathy Pruna at
         908 630-2827 for the necessary forms and/or information.

Since ownership has long term and/or  irrevocable  implications,  we urge you to
consult with an attorney and/or tax advisor before making this decision.

Cash Value

This  program is designed to provide you with a pre- and  post-retirement  death
benefit.  However,  in  addition  to the death  benefit,  there is a cash  value
build-up.  That is, part of each  premium is placed in an  "investment  fund" to
earn income.  Investment  earnings beyond the amounts  necessary to increase the
death benefit, build on a tax advantaged basis in the policy.






Cash Availability

         Cash Build-up

         Your share of the cash build-up will not begin until
several years into
         the policy but will build  quickly after that. As with
any cash amount,
         the longer it is left intact the greater the amount will
be.

         Loans

         The cash value attributed to you may be withdrawn in the
form of a loan
         after the Company no longer has an  interest  in the
policy.  There are
         certain  restrictions and tax  implications  associated
with a loan. We
         suggest that you speak with your financial counselor/tax
advisor before
         taking such a step.

         Income Stream or Lump Sum

         It is possible, after retirement,  to convert all or any
portion of the
         policy  from a death  benefit to either an income
"stream"  (i.e.,  an
         annuity) or a lump sum cash payout.  The extent to which
you convert to
         income or cash will cancel or reduce the valuable death
benefit.  Once
         you convert,  it is not  possible to  re-establish  the
original  death
         benefit.

Early Retirement

If you before age 70, the death benefit will continue to increase  until age 70.
Both you and the Company will continue to pay premiums until you reach age 70 or
if later,  10 years (in some  cases it may be longer to avoid  violation  of the
Internal Revenue Service  Regulations  Section 7702 guidelines) from the date of
issuance of the policy.  At that time the premiums  will cease and the Company's
aggregate premiums will be returned to the Company. If you leave the Company and
engage in competitive  activity as determined by AT&T,  the Company's  aggregate
premiums will be immediately  returned to the Company.  You can, at your option,
either  maintain the policy by continuing to pay the total premium,  i.e.,  both
your amount and the amount  previously  paid by the Company,  use the  remaining
cash value (if any) to buy paid up life  insurance,  or withdraw  any  remaining
cash value and cancel the policy.

Contractual Agreement

One of the  unique  aspects  of this  insurance  policy  is the  existence  of a
contract  between you and AT&T. This agreement has no relationship to employment
or any other benefit but rather defines the responsibilities of both the Company
and you in the  operation of the policy.  You will own the policy and  determine
who  beneficiary.  The  Company  will  hold the  policy  and have a  "Collateral
Assignment"  from the owner (you or another you name) entitling AT&T, as long as
it has a collateral  interest in the policy,  to an amount equal to its premiums
paid.  This  document is a legal  agreement  and as such  includes a significant
amount of detail and  warrants  your careful  review  before  signing.  Although
somewhat unique to life insurance, a collateral assignment is similar in context
to an automobile loan where the car becomes  "collateral"  for the money lent to
buy it. In this case,  a portion  of the value and  benefit of the policy is the
collateral the Company receives for  contributing  premium payments to "buy" the
life insurance  policy.  The agreement is satisfied when the premium paid by the
Company is returned. Some of the major sections of the agreement are:

                  - Description  of the policy - How the premiums
are paid - How
                  the proceeds are paid - How the agreement
terminates - Claims
                  procedure - Description of the assignment

The Agreement is included with this package.

Taxes

Split Dollar life insurance policies have been in existence for decades. The IRS
has issued several rulings over this period which treat these policies favorably
from a tax perspective.  However, the Company does not assure any particular tax
treatment and  recommends  that you review your own situation with your personal
attorney and/or tax advisor.

Enrollment

Included  with this  package are the  documents  required  for  enrolling in the
Directors   Individual  Life  Insurance  Program.  The  Application  Form  while
appearing  lengthy  requires,  for our  purposes,  just a few  basic  pieces  of
information,  as does the Beneficiary  Designation form. Both of these documents
include  instructions  on how to complete.  The Collateral  Assignment  requires
signatures only.