1
                                                            
EXHIBIT 10(aa)
                                                         Form
10-K for 1994
                                                           File
No. 1-11237

                           AT&T CAPITAL CORPORATION
                        COMPENSATION LIMIT EXCESS PLAN


     This is a summary of the benefits available to eligible
members under
the AT&T Capital Corporation Compensation Limit Excess Plan. More
detailed
information is provided in the official plan documents.  If there
is a
conflict between statements in this summary and the terms of the
plan
documents, the plan documents will control and govern the
operation of the
Compensation Limit Excess Plan.  AT&T Capital Corporation
reserves the
right to modify, suspend, change, or terminate the Compensation
Limit
Excess Plan at any time.  Questions about your benefits should be
addressed
to the Corporate Benefit Office. Because of the many detailed
provisions of
the Compensation Limit Excess Plan, no one other than the
Corporate Benefit
Office is authorized to advise you about your benefits. AT&T
Capital
Corporation cannot be bound by statements made by unauthorized
personnel.


PURPOSE

     AT&T Capital Corporation's retirement program is designed to
help
members build financial resources for the future. This is
accomplished
primarily through the AT&T Capital Corporation Retirement and
Savings Plan
(the "RSP"). However, the Internal Revenue Code requires that the
RSP
ignore any portion of a member's pay that exceeds $150,000 in a
year. This
compensation limit, which may be adjusted by the Internal Revenue
Service
from time to time, caps the amount a member may elect to
contribute to the
RSP and the amount of Company matching and uniform points
contributions
that may be made to the RSP. 

     To help members affected by the compensation limit attain
their
retirement goals, AT&T Capital Corporation adopted the AT&T
Capital
Corporation Compensation Limit Excess Plan (the "Plan") effective
January
1, 1995 for certain of its members and members of its
subsidiaries employed
on or after January 1, 1995. 

     Under the plan, "Compensation" means cash compensation from
the AT&T
Capital Corporation or its Subsidiaries (collectively, the
"Company") as
defined in the RSP; "Excess Compensation" means compensation in
excess of
the $150,000 Internal Revenue Code limit.

     The plan provides for a uniform points allocation for
eligible members
on Excess Compensation received during the fiscal year beginning
on March 1
and ending on the last day of February in the current year. 

     The plan also allows eligible members to defer from 1% to 6%
of Excess
Ccompensation received during a calendar year on a before-tax
basis and to
receive a matching allocation from the Company with respect to
the deferred
Excess Compensation. The first year in which you may defer Excess
Compensation is 1995.

                                   

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ELIGIBILITY AND PARTICIPATION

Who is eligible

Uniform points allocations

     You will automatically participate in the uniform points
portion of
this plan if during the year:

     You are eligible to receive a uniform points contribution
under the 
     RSP, and you had excess compensation during the fiscal year
ending on
     the last day of February in the current year.
 
     You won't have to do anything to receive this benefit. 

     For example, if you earned $175,000 between March 1, 1993
and February
28, 1994, your uniform points contribution to the RSP was based
on $150,000
and the uniform points allocation under this Plan will be based
on your
Excess Compensation ($50,000) you received in that period. 
Please note
that to receive a uniform points allocation for 1994 (that is,
with respect
to Excess Compensation earned between March 1, 1993 and February
28, 1994),
you must be employed by the Company on January 1, 1995.  For 1995
and later
years, please see "Allocations Under the Plan-Uniform Points
Allocation"
below.  For more information about the uniform points system,
please see
the summary plan description for the RSP.  
Member before-tax deferrals and Company matching contributions
     You are eligible to defer Excess Compensation under the Plan
and
receive an allocation of a Company match only if:
     You are eligible to contribute to the RSP in the current
calendar
        year,     You have Excess Compensation in the current
calendar
year, and 
     You had Excess Compensation in the prior calendar year.

     For example, to defer your 1995 Excess Compensation, your
1994
compensation must have exceeded $150,000.

     To defer any of your Excess Compensation in a calendar year,
you must
file a written election with the Corporate Benefit Office of AT&T
Capital
Corporation. You may elect to defer your 1995 Excess Compensation
by filing


                                   

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your election by January 30, 1995. Your election will become
irrevocable on
January 30, 1995 and cannot be changed after that date. For 1996
and later
years, you must file your irrevocable election by the prior
December 31.


ALLOCATIONS UNDER THE PLAN

Uniform Points Allocations

     Under the RSP, your allocation of the total uniform points
contribution equals the Company's total contribution multiplied
by a
fraction your points for the year divided by all participants'
points for
the year. Your account receives 1/12 of the total annual uniform
points
allocation each month, provided you are employed on the last day
of that
month. The Company generally expects that the allocation for
January March
of each year will be made at one time by April 30 and separate
allocations
for the months of April through December will be made quarterly
by the end
of the month following the quarter.

     Under this plan, your uniform points allocation for a
calendar year
equals your uniform points percentage under the RSP multiplied by
your
Excess Compensation (i.e., compensation in excess of $150,000)
for the 12-months ending on the last day of February in that
year.

     Your uniform points allocation for 1994 will be made as soon
as
practicable in 1995. For 1995 and later years, it is intended
that your
account will be credited under this Plan at the same time that
your account
under the RSP receives the uniform points allocations.

How Much Can I Defer Under the Plan?

     The Plan allows you to save on a before-tax basis from 1% to
6% (in 1%
increments) of your Excess Ccompensation received during a
calendar year.
These before-tax savings are in addition to any of your
before-tax and
after-tax savings under the RSP.

How Much Does the Company Allocate in Matching Contributions?

     For every dollar you defer under the Plan up to the first 6%
of your
Excess Compensation, the Company will allocate 66-2/3 cents to
your
account. The Company does not match contributions above 6% of
Excess
Compensation. Matching contributions are allocated monthly to
participant
accounts.


VESTING

     The value of your before-tax deferrals is always 100%
vested.

     If you were employed by the Company before January 1, 1994,
you are
immediately 100% vested in the matching contributions credited to
your
account and their earnings. If you were first employed by the
Company after
December 31, 1993, you will vest in the matching contributions
and their
earnings within a maximum of 11/2 years of service.

                                    

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     You will vest in uniform points contributions and their
earnings
gradually over 5 years. You will vest 20% at the end of each year
of
"vesting service" you complete. At the end of five years you will
be 100%
vested. After completing five years of service, you will be 100%
vested in
all uniform points contributions and earnings that are credited
to your
account, including future contributions and earnings credited to
that
account. 

     The Company's rules for crediting service are described in
the summary
plan description for the RSP. 

     If you leave the Company (unless you transfer to an
affiliate (for
example, AT&T) of the Company) before becoming fully "vested" in
matching
and uniform points contributions you will receive payment of the
vested
portion of your Plan account. However, you will forfeit the
nonvested
portion.


EARNINGS ON YOUR ACCOUNT

     Your savings and uniform points contributions under the
Compensation
Limit Excess Plan will be credited to an account on the Company's
or
recordkeeper's books.

     The amounts in your account will be deemed to be
periodically invested
and reinvested in designated investment fund shares identified by
the
Company.

     Your account will be adjusted to reflect gains, losses, and
earnings
as though the amount were in fact invested and reinvested in
investment
fund shares.

     At present it is not clear whether allowing members to
direct their
own investments is practicable or may jeopardize the plan's
"unfunded"
status.

     Consequently your investment directions will not be applied
to your
account at this time. The administrative committee will instead
credit your
account with interest at a rate no less than the rate of return
on
investments in the Merrill Lynch Government Fund, or a similar
investment
option.

     The recordkeeper values each account in dollars on a daily
basis. You
can obtain information about your account by using the
recordkeeper's voice
response system or by calling a service representative of the
recordkeeper.
Instructions on how to use the voice response system and how to
contact a
service representative are available from the Corporate Benefit
Office of
AT&T Capital Corporation.

     You will receive periodic personal statements showing the
value of
your accounts under the Plan. 

                                   

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DISTRIBUTIONS FROM THE PLAN

     The Plan does not permit loans from participant accounts and
the Plan
does not permit withdrawals before termination of employment.


PAYMENT OF PLAN ACCOUNTS

     The vested portion of your Plan account will be paid in cash
to you in
60 monthly installments beginning as of the later of:

     the first day of the month after your 65th birthday, or

     the first day of the month after termination of your
employment with
the Company (or any affiliate).

     However, AT&T Capital Corporation in its sole discretion may
elect to:

     pay your benefit in any form available under the RSP that it
considers
appropriate, and/or

     begin to pay your benefit as of first day of any month after
termination of your employment if you terminate employment before
age 65.


DEATH BENEFITS

     If you die while employed by the Company, you will become
100% vested
in the matching and uniform points contributions allocated to
your account
and their earnings. If you die after leaving the Company, your
vested
percentage in these amounts will not be changed upon the death.

     If you die before you have received your vested Plan
account, the
vested balance will be paid in a lump sum to your spouse or, if
you are not
married, to your beneficiary under the RSP. 


CLAIM AND APPEAL PROCEDURES

CLAIM PROCEDURES

     If you are eligible, your Compensation Limit Excess Plan
benefit will
be paid automatically upon termination of your employment from
the Company.
If you believe you are eligible and you don't receive a
Compensation Limit
Excess Plan benefit, you have a right to file a written
application for
benefits to the Corporate Benefit Office at the address listed in
the
"administrative information" section.

    If your claim for benefits is denied, either in whole or in
part, you
will receive written notification from the Corporate Benefit
Office. This
written notification will include:

     the specific reason or reasons for the denial,

                                   

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     specific reference to pertinet Compensation Limit Excess
Plan
provisions on which the denial was based,

     a description of any additional material or information
necessary to
perfect the claim and an explanation of why the material or
information is
necessary, and

     appropriate information about the steps to be taken if you
or a person
authorized to represent you wishes to submit the claim for
review.

     The Corporate Benefit Office will respond to your claim
within 90 days
after it receives your claim submitted according to the
procedures
described in this section. This 90-day period may be extended up
to an
additional 90 days if the Corporate Benefit Office notifies you
before the
original 90-day period expires.

     If a claim for benefits is denied, in whole or in part, or
if you
believe that benefits under the Compensation Limit Excess Plan to
which you
are entitled have not been provided, you or your authorized
representative
may appeal this denial or other action by the Corporate Benefit
Office. 


APPEAL PROCEDURES

You must appeal in writing within 60 days after you receive
notification of
the corporate benefit office's decision or, if you didn't receive
notification, within 60 days after the 90-day period has lapsed.
Send your
written request for review of any denied claim or other disputed
matter
directly to the administrative committee at the company's address
listed in
the "administrative information" section. The person sending the
request
has the right to:

     review pertinent plan documents. You can obtain them by
following the
procedures described under the "plan documents" section, and

     send to the administrative committee a written statement of
the issues
and any other documents in support of the claim for benefits or
other
matter under review.

     The administrative committee will provide a written response
to the
appeal within 60 days after it is received. The 60-day period may
be
extended up to an additional 60 days if the administrative
committee
notifies you before the original 60-day period expires. If the
administrative committee does not respond within 60 (or 120)
days, you may
consider the claim denied. 

     The administrative committee serves as the final review
committee
under the Compensation Limit Excess Plan and has sole and
complete
discretionary authority to determine conclusively for all
parties, and in
accordance with the terms of the documents or instruments
governing the
Compensation Limit Excess Plan, any and all questions arising
from
administration of the Compensation Limit Excess Plan and
interpretation of
all Plan provisions, determination of all questions relating to
participation of eligible members and eligibility for benefits, 

                                   

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determination of all relevant facts, the amount and type of
benefits
payable to any participant, and construction of all terms of the
Compensation Limit Excess Plan. 

     Notwithstanding the foregoing, AT&T Capital Ccorporation
shall have
sole and complete discretionary authority to determine questions
relating
to eligibility of participants for membership in the Compensation
Limit
Excess Plan and to amend or terminate the Compensation Limit
Excess Plan at
any time. Respective decisions by the administrative committee
and AT&T
Capital Corporation shall be conclusive and binding on all
parties and not
subject to further review. 

     Please note that the Compensation Limit Excess Plan requires
that you
pursue all your claim and appeal rights described in this section
before
you seek any other legal recourse regarding claims for benefits.

Rights of a Plan Participant or Beneficiary Under ERISA

     As a participant in the AT&T Capital Corporation
Compensation Limit
Excess Plan, you have these rights and protections under erisa: 

     you can examine, without charge, all Plan documents and the
copies of
all documents filed by the Plan with the U.S. Department of
Labor. You may
examine these documents at the Plan Administrator's office. See
the
"Administrative Information" section for information about where
you can
examine these documents.
     you can obtain copies of all Plan documents and other Plan
information
upon written request to the Plan Administrator. You will be
charged a
reasonable fee for copies of the documents requested unless
federal law
requires that they be furnished without charge. See the
"Administrative
Information" section to learn where to direct correspondence.No
one,
including your employer or any other person, may fire you or
otherwise
discriminate against you in any way to prevent you from obtaining
a benefit
or exercising your rights under ERISA.

     If your claim for benefits is denied in whole or in part,
you will
receive a written explanation of the reason for the denial. If
you do not
hear from the appropriate party within the designated time frame,
your
claim or appeal is considered denied. You have the right to have
the
appropriate party review and reconsider your claim. (see the
"claim and
appeal procedures" section.)  Under ERISA, there are steps you
can take to
enforce the above rights. For instance, if you request materials
from the
plan and do not receive them within 30 days, you may file suit in
a federal
court. In such cases, the court may require the Company to
provide the
materials and pay you up to $100 a day until you receive the
materials,
unless the materials were not sent for reasons beyond the control
of the
Company. If you have a claim for benefits that is denied or
ignored, in
whole or in part, you may file suit in a state or federal court. 

     If you are discriminated against for asserting your rights
under
ERISA, you may seek assistance from the U.S. Department of Labor,
or you
may file suit in federal court. The court will decide who will
pay court
costs and legal fees. If you are successful, the court may order
the person


                                    

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you have sued to pay these costs and fees. If you lose, the court
may order
you to pay costs and fees, for example, if it finds your claim to
be
frivolous.

     For answers to questions about the Compensation Limit Excess
Plan,
contact the Corporate Benefit Office. See the "Administrative
Information"
section for information about whom to contact. If you have any
questions
about this statement of your rights, or about your rights under
ERISA,
contact the nearest area office of the Pension and Welfare
Benefits
Administration, U.S. Department of Labor.

ADMINISTRATIVE INFORMATION
Plan Name
     The official plan name is the AT&T Capital Corporation
Compensation
Limit Excess Plan.

PLAN ADMINISTRATOR

     The Plan Administrator for the Plan is AT&T Capital
Corporation. An
Administrative Committee appointed by the Compensation Committee
of AT&T 
Capital Corporation administers the Plan on AT&T Capital
Corporation's
behalf. 


ADMINISTRATIVE COMMITTEE

     The Administrative Committee is located at AT&T Capital
Corporation,
44 Whippany Road, Morristown, New Jersey 07962. The current
members of the
Administrative Committee are the Chief Financial Officer, the
General
Counsel, and the Corporate Resource Officer of AT&T Capital
Corporation.


LEGAL SERVICE

     Direct process of legal service to AT&T Capital Corporation,
44
Whippany Road, Morristown, New Jersey 07962 (attn:  General
Counsel).


CORPORATE BENEFIT OFFICE

AT&T Capital COrporation
ATTN: Corporate Benefit Office
44 Whippany Road
Morristown, New Jersey 07962
201-397-3256


PLAN RECORDS, PLAN YEAR, AND TYPE OF PLAN

     The AT&T Capital Corporation Compensation Limit Excess Plan
is
considered a "top hat plan" under ERISA, established for a select
group of 
                                   

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management or highly compensated members. The Compensation Limit
Excess
Plan is a nonqualified pension plan under the Internal Revenue
Code.
Benefits under the Compensation Limit Excess Plan are not
guaranteed by the
Pension Benefit Guarantee Corporation.

     The Compensation Limit Excess Plan and all records are kept
on a
calendar-year basis   beginning January 1 and ending December 31.


NONTRANSFERABILITY OF BENEFITS

     You or your beneficiary may not assign or transfer amounts
under the
Compensation Limit Excess Plan. Similarly, amounts credited to
your account
may not be used to pay your debts or obligations. However, the
Compensation
Limit Excess Plan will comply with a qualified federal tax levy.


EMPLOYER AND PLAN IDENTIFICATION NUMBERS

     AT&T Capital Corporation and the Compensation Limit Excess
Plan are
identified by the following numbers under Internal Revenue
Service rules:

Description                        Number
Employer Identification Number
  (assigned by the IRS)          22-3211453
Plan Identification Number
  (assigned by AT&T Capital
  Corporation)                      006


PLAN DOCUMENTS

     The information contained in this summary plan description
provides
only the highlights of the AT&T Capital Corporation Compensation
Limit
Excess Plan. It does not attempt to cover all details. Plan
details are
covered in the official plan documents. These documents legally
govern the
operation of the Compensation Limit Excess Plan.

     You can review the Compensation Limit Excess Plan documents
at the
Corporate Benefit Office during normal working hours. You must
submit your
request to review in writing and allow 10 days for your request
to be
processed. If you submit a written request to the Corporate
Benefit Office,
you can obtain copies of these documents within 30 days. You will
be
charged a reasonable fee for the copies unless federal law
requires that
the documents be furnished without charge.

Submit all requests in writing to the Corporate Benefit Office.


PAYMENT OF BENEFITS AND PLAN FUNDING

     The Compensation Limit Excess Plan is considered an
"unfunded"
deferred compensation plan under ERISA and the Internal Revenue
Code.
However, AT&T Capital Corporation has established a trust to
which it will 

                                   

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make contributions to fund its obligations under the Compensation
Limit
Excess Plan. Funds are held in the trust to pay benefits for
Compensation
Limit Excess Plan participants. However, if the Company becomes
insolvent,
the trust may be used to pay benefits to the general creditors of
the
Company. Compensation Limit Excess Plan benefits will be paid
primarily
from this trust. If there are insufficient assets in the trust,
Compensation Limit Excess Plan benefits will then be paid from
the general
assets of the Company.


RECORDKEEPER

     The recordkeeper for the Plan is Merrill Lynch Group
Employee
Services, 265 Davidson Avenue, Somerset, New Jersey 08873.


TRUSTEE

     The trustee is Merrill Lynch Trust Company, 300 Davidson
Avenue,
Somerset, New Jersey 08873.


PLAN CONTINUATION

     The Compensation Committee of the Board of Directors of AT&T
Capital
Corporation (or its delegate) reserves the right to modify,
suspend,
change, or terminate the Compensation Limit Excess Plan at any
time. AT&T
Capital Corporation does not guarantee the continuation of any
benefits
during employment, nor does it guarantee any specific level of
benefits.
Also, benefits are provided at AT&T Capital Corporation's
discretion and do
not create a contract of employment.