AT&T CORP.


                                SENIOR MANAGEMENT


                          BASIC LIFE INSURANCE PROGRAM



                                 OCTOBER 1, 1990


                                 Revised 5/17/95





                 SENIOR MANAGEMENT BASIC LIFE INSURANCE PROGRAM

                                TABLE OF CONTENTS



PROGRAM
OVERVIEW...............................................................1
ELIGIBILITY....................................................................2
COVERAGE.......................................................................2
CONVERSION
RIGHTS..............................................................2
PROGRAM
ILLUSTRATION...........................................................2
IMPUTED INCOME RATE COMPARISON WITH BASIC GROUP LIFE
INSURANCE.................3
PREMIUM
PERIOD.................................................................3
CASH
VALUE.....................................................................3
CASH
AVAILABILITY..............................................................4
INSURABILITY...................................................................4
TRANSFER/ASSIGNMENT OF
OWNERSHIP...............................................4
EARLY RETIREMENT OR
TERMINATION................................................5
DEMOTION.......................................................................5
CONTRACTUAL
AGREEMENT..........................................................6
SECURED
BENEFIT................................................................6
TAXES..........................................................................7
ENROLLMENT.....................................................................7










Program Overview

The Senior  Management  Basic Life Insurance  Program (SMBLIP) is an arrangement
where the Company and you  purchase a permanent  life  insurance  policy on your
life. SMBLIP replaces the pre-age 65 one times salary rounded to the next higher
$1,000 death benefit  provided  under the AT&T Corp.  Basic Group Life Insurance
Plan.

The Company pays the annual  premium.  Your W-2 will  reflect an imputed  income
amount associated with the insurance  coverage provided to you under the policy.
In certain cases, e.g., your death before retirement, the total benefits will be
shared between the Company and your designated  beneficiary but the Company will
share in the death  benefit only to the extent that the total  insurance  amount
exceeds one times your salary rounded to the next highest  $1,000.  This type of
arrangement is known in the insurance industry as "Split Dollar."

After attaining normal retirement (age 65) 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 and cease to have
any  interest in the policy.  The  remaining  cash value will be  sufficient  to
maintain your death benefit without further premium payments.

As in the Basic Group Life  Insurance  Plan,  your death  benefit will change to
reflect any change in your salary. At retirement, your death benefit will become
frozen at your final annual salary rounded to the next higher $1,000. During the
period in which the Company makes  premium  payments,  your imputed  income will
increase  to reflect  your  increasing  age,  as well as any  increase  in death
benefit.  Your imputed  income will be lower than under the current  Basic Group
Life  Insurance  Plan  because  it will be  based  on the  insurers'  term  life
insurance  rates,  which are lower  than the  corresponding  federal  government
standard rates for group insurance.  After premium payments  discontinue,  i.e.,
the later of your  attaining  age 65 or 10 years (in some cases it may be longer
to avoid  violation of the Internal  Revenue  Service  Regulations  Section 7702
guidelines) from the policy issue date, you will have no further imputed income.

Although  this  arrangement  is  primarily  designed to pay a benefit  upon your
death,  there  is  also  a cash  value  build-up.  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.

AT&T Corp.  has selected two insurers to provide the SMBLIP  coverage.  You will
therefore  have two  policies  on your  life;  one from each  insurer,  and each
insurer will provide half the defined amount of death benefit on
your life.






Eligibility

SMBLIP is for active AT&T Corp. Senior Managers.  Employees who
are  promoted to
or hired as Senior Managers are immediately eligible to enroll in
this program.


Coverage

SMBLIP is provided as a  replacement  to the death benefit  coverage  associated
with the Basic  Group Life  Insurance  Plan.  The  benefit  is one times  salary
rounded to the next higher $1,000.

The death benefit will be updated to reflect  changes in your salary.  There may
be  circumstances   where  a  large  increase  in  salary  and,   therefore,   a
corresponding   increase  in  death  benefit,  will  require  providing  medical
information to the insurer. By providing this medical  information,  the insurer
is able to keep the premium payments at the lowest level. A medical  information
waiver,  signed  by you,  will be kept on file in the  event  this  circumstance
occurs.  This will allow the Company to release,  to the  insurer,  the required
information  from your Company medical  records.  Higher death benefit  coverage
associated  with  salary  increases  is  guaranteed,  no matter what your health
circumstances may be at that time.


Conversion Rights

If you were a participant  in the AT&T Corp.  Basic Group Life Insurance Plan at
the time you became  eligible for SMBLIP,  for a limited period of time you have
the right to  convert  your  coverage  under the Basic  Group Plan to a separate
individual  policy  provided  by the group  insurance  carrier.  We suggest  you
discuss this with your  financial  advisor  before  exercising or declining this
right.  You may exercise this right by contacting your Executive Human Resources
Consultant  or  Rosemarie   Wolfstromer   at   Metropolitan   Life  directly  on
201-712-5463.


Program Illustration

Included  as an  attachment  is a personal  illustration  based on your  current
salary.  This  illustration  shows  your  costs  and  benefits  as  well  as the
Company's,  over the life of the policy. It is provided to give a picture of how
the policy works and what your tax on imputed  income might be, using an assumed
salary growth.  The actual ongoing life insurance amounts will be different from
this illustration.






Imputed Income Rate Comparison with Basic Group Life Insurance

SMBLIP offers a cost-effective life insurance program for Senior Managers,  with
imputed income rates  substantially  below the Basic Group Life rates. (The cost
to you of the  SMBLIP  will be the  income  tax  payable  on the  amount of your
imputed income.)



                  Annual Imputed Income Rate per $1,000 of Life
Insurance

                               Federal Government
                               Standard Rates for
   Age                                        Basic Group
Life           SMBLIP
   ---
- ----------------           ------
    40                                               $
2.04              $  .57
    45
3.48                 .82
    50
5.76                1.15
    55
9.00                1.62
    60
14.04                2.59



Premium Period

SMBLIP is designed for premiums to be extended over a period of time to ease the
impact on cash flow to the  Company.  This period is  normally  from the time of
your  enrollment  until the  first  policy  anniversary  after you reach age 65.
However,  in all cases,  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 55, the Company will continue  premium  payments and you will continue
to recognize income until the minimum is reached.


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 provide the
death  benefit  coverage  build on a tax  advantaged  basis in the  policy.  The
policy's  cash  value is the  basis for your  subsequent  "premium  free"  death
benefit.







Cash Availability

Under  SMBLIP you have  considerably  greater  flexibility  than under the Basic
Group Life Insurance Plan.  After the Company  interest has been satisfied,  you
may reduce  your death  benefit and utilize the policy cash value in a number of
ways. For example:

           a) Loans
              The cash value attributed to you may be withdrawn in
the form of a
              loan.  There could be tax  implications  as well as
death  benefit
              diminution associated with a loan.

           b) Income Stream or Lump Sum
              It is  possible 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 death benefit. Once
you convert, it
              is not possible to re-establish the original death
benefit.

We suggest that you speak with your financial  advisor before  exercising  these
options.


Insurability

During the enrollment period you will be guaranteed to be insured.  Your imputed
income rate, however, will not depend on your health or smoking status.  Rather,
it will differ from others depending only on age and amount of
Death  Benefit.
This  enrollment  methodology  also  applies to new Senior  Managers  who enroll
within  60 days of  becoming  a  Senior  Manager.  Enrollment  after 60 days may
require a medical questionnaire or examination.


Transfer of Ownership

As with the Basic Group Life  Insurance  Plan,  after you take  ownership in the
policy,  you may transfer  ownership to anyone you choose,  e.g., an individual,
trust, etc. Since these transfers are generally construed to be irrevocable,  we
urge you to consult  with an  attorney  and/or tax  advisor  before  making this
decision.

Another  option is for you to not take  ownership,  but  rather  another,  e.g.,
individual,  trust,  etc.,  may  apply for  ownership  of the  policy.  It is of
particular  importance that if the original owner of the policy is not you, that
the  owner  should  sign  as the  "Applicant/Owner"  and  you  should  sign  the
application as the "Proposed Insured".


Early Retirement or Termination

If, at retirement,  you are "Pension Eligible" (i.e., you retire on an immediate
Service or Disability  Pension under the AT&T Corp.  Management Pension Plan, or
with a Disability  Allowance or Minimum  Retirement Benefit under the AT&T Corp.
Senior  Management  Long Term Disability and Survivor  Protection  Plan) and you
have not reached  normal  retirement  age (65), the Company will continue to pay
premiums until you reach age 65 or, if later, ten 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. During this period you
will  continue  to have  imputed  income  based  on your age and the  amount  of
insurance  in force.  At the end of this period,  i.e.,  the later of the policy
anniversary  immediately  following  your  attainment of age 65 or the tenth (in
some cases it may be longer to avoid  violation of the Internal  Revenue Service
Regulations Section 7702 guidelines) policy anniversary, the premiums will cease
and the aggregate Company premiums will be returned to the Company.

If you separate from the Company without being Pension  Eligible,  the aggregate
amount of Company premiums paid up to that point will be immediately returned to
the Company from the cash value of the policy.  You can, at your option,  either
maintain the policy by paying the policy premiums,  or you may use the remaining
cash value (if any) to buy other  "self-supporting"  life insurance,  or you may
withdraw any remaining cash value and cancel the policy.

Whether or not you are Pension Eligible,  if you leave the Company,  and without
the Company's consent, establish a relationship with a competitor of the Company
or engage in  activity  in  conflict  with or  adverse to the  interests  of the
Company under the standards of the AT&T Corp.  Non-Competition Guidelines and as
determined by the AT&T Corp. Management Executive Committee, the process will be
the same as with retirement/termination without being Pension Eligible.


Demotion

If you are demoted to a position  which is not a Senior  Manager,  the effect is
the same as if  terminated  from the Company.  You will  however,  automatically
become  re-eligible for coverage under the AT&T Corp. Basic Group Life Insurance
Plan.


Contractual Agreement

One of the  unique  aspects  of this  insurance  policy  is the  existence  of a
contract  between you and AT&T Corp..  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, or another,  will own
the policy and  determine  who the  beneficiary  is. The  Company  will hold the
policy and have a "Collateral  Assignment"  from the owner entitling AT&T Corp.,
as long as it has a  collateral  interest  in the policy,  to any death  benefit
amounts in excess of one times your salary,  and all cash values up to an amount
equal to its cumulative premiums paid. This document is a legal agreement and as
such includes a significant  amount of detail and warrants 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 cash value and death
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 aggregate premiums paid by the Company are 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.


Secured Benefit

Changes to the tax law over the years have  required more and more of the Senior
Management  benefit programs to be paid from Company  operating  income.  SMBLIP
allows the Company to  contribute  towards the cost of this  program on a timely
basis while  securing  the  benefit  payment  from a third party (the  insurance
companies).





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

AT&T Corp.  has  selected  two  insurers to provide the coverage for each Senior
Manager.  This was done to provide  the best  combination  of premium  rates and
Senior  Manager  protection.  As  such,  there  may be a  requirement  for  some
duplication  of forms,  signatures,  etc. Once  enrollment  has been  completed,
however, this two insurer approach should have a minimal impact on you.

The  documents  required  for  enrolling  in the  Senior  Management  Basic Life
Insurance Program are included. The Application Forms require, for this program,
just a few basic pieces of information, as do the Beneficiary
Designation forms.
The documents include instructions on how to fill them out.
The Collateral Assignment requires signature only.

After  completing  the forms,  enclose them in the  self-addressed  envelope and
return to the Executive Human Resources Group.