$2,000,000                                          32 Avenue of the Americas
                                                    New York, New York  10013
                                                    January 2, 2001




         For value  received  I, David  Dorman,  promise to pay on demand to the
order of AT&T  Corp.  (AT&T) at AT&T  Corporate  Headquarters,  32 Avenue of the
Americas, New York, New York 10013, the sum of two million dollars ($2,000,000).
I understand that the interest for any month in which there is an unpaid balance
shall be imputed to me as  additional  compensation  at the  applicable  Federal
short-term rate in effect for such month as established by the Internal  Revenue
Service,  under Section 1274(d) of the Internal  Revenue Code. If demand has not
been made earlier,  the full amount of unpaid principal shall immediately become
due and payable on the earliest of April 1, 2002, my death or any termination of
my employment.

Following  my death or other  termination  of  employment,  AT&T shall apply the
following  payments  related to my employment,  less any amounts  required to be
withheld for FICA, and for federal,  state and local income taxes, to the unpaid
principal:

         Payments  of  compensation,  including  but not  limited  to salary and
         vacation pay unpaid as of my termination  of employment,  non-qualified
         deferred  compensation,  Long Term and  Annual  Incentive  Awards,  and
         severance benefits.

I shall continue to be obligated for any unpaid principal that remains after the
applications of such payments.

                             /s/ David Dorman           December 21, 2000
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                             David Dorman               Date




Witnessed by:     /s/ Marie Miller          December 21, 2000
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                  Marie Miller              Date