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...

                                                          Exhibit (10)(iii)(A)22


                               September 16, 2002

Xxxxxx X. Xxxxxx
AT&T
000 Xxxxx 000/206N
P.O. Box 752
Bedminster, NJ  07921-752

Dear Xxx:

         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/  Xxxxxx X. Xxxxxxxx
                                                     Xxxxxx X. Xxxxxxxx



Acknowledged by:

/s/  Xxxxxx X. Xxxxxx

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Xxxxxx X. Xxxxxx