AT&T LATIN AMERICA CORP
FORM OF STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>g77776exv10w5.txt
<DESCRIPTION>FORM OF STOCK OPTION
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                                                                    Exhibit 10.5


             [FORM OF OPTION AGREEMENT UNDER THE AT&T LATIN AMERICA
                         2000 LONG TERM INCENTIVE PLAN]

AT&T Latin America 2000 Long Term Incentive Plan
NON-STATUTORY STOCK OPTION AGREEMENT
(CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME
MEANINGS AS IN THE PLAN)

Pursuant to the AT&T Latin America 2000 LONG TERM INCENTIVE PLAN (the "PLAN") of
AT&T Latin America Corp. ("ATTL"), a copy of which has been delivered to you,
you have been granted non-statutory options (the "OPTIONS") to purchase shares
of ATTL Class A common stock from ATTL ("SHARES") in accordance with and subject
to the terms of this Non-statutory Stock Option Agreement (this "AGREEMENT").
The Options and this Agreement are also subject to the terms and conditions of
the Plan, which is made a part of and incorporated into this Agreement.

  [Name]                                             OPTIONEE ID
                                SOCIAL SECURITY NUMBER (US ONLY)
                                                         PLAN ID
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                     GRANT DATE     [    ]
                 EXERCISE PRICE     [    ]
      NUMBER OF OPTIONS GRANTED     [    ]
          GRANT EXPIRATION DATE     [    ]
                                    (This date is the date upon which this
                                    Option expires unless sooner terminated upon
                                    certain terminations of your employment as
                                    provided in the Plan and this Agreement.)
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     VESTING AND EXERCISABILITY     Except as otherwise
                                    provided in this Agreement, the Options
                                    shall vest and become exercisable on the
                                    third anniversary of the grant date.

     FRACTIONAL SHARES ROUNDED      At vesting, fractional shares will be
     DOWN ON VESTING                rounded down to the nearest whole share and
                                    all fractional shares that have been rounded
                                    down will become exercisable in the final
                                    vesting period.

     METHOD OF EXERCISE             The Options or any portion thereof may be
                                    exercised only upon payment of the exercise
                                    price thereof in full and in accordance with
                                    procedures established by the ATTL Board of
                                    Directors or the Committee. Payment shall be
                                    made: (i) in cash; (ii) by way of a
                                    broker-assisted cashless exercise method
                                    authorized by the Committee; (iii) by
                                    surrender of the Shares which (a) in the
                                    case of Shares acquired upon exercise of an
                                    Option, have been owned by you for more than
                                    six (6) months on the date of surrender, and
                                    (b) have a Fair Market Value on the date of
                                    surrender equal to the aggregate exercise
                                    price of the Shares on which the Option is
                                    being exercised; (iv) a combination of these
                                    methods; or (v) any other method authorized
                                    by the Committee. Exercise of the Option
                                    shall take effect as soon as practicable
                                    after the date that (i) the notice of
                                    exercise and the payment of the exercise
                                    price are actually received by ATTL in
                                    accordance with the procedures established
                                    by the ATTL Board of Directors or the
                                    Committee and (ii) you have made
                                    arrangements to pay any "tax related items"
                                    as described in the section entitled "Tax
                                    Reporting and Payment Liability."
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     DELIVERY OF SHARES             Within a reasonable period after
                                    the Option is exercised, ATTL will deliver
                                    to you or your legal representative a
                                    statement reflecting ownership of Shares, if
                                    any, in the form of book entry ("OWNERSHIP
                                    STATEMENT") or certificates for the number
                                    of Shares with respect to the Options you
                                    exercised. Neither you nor your legal
                                    representative shall be, or have any of the
                                    rights and privileges of, a shareholder of
                                    ATTL in respect of any Shares purchasable
                                    upon the exercise of this Option, in whole
                                    or in part, unless and until the Ownership
                                    Statement or certificates for such Shares
                                    have been issued to you or your legal
                                    representative.
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     FORFEITURE OF OPTIONS          If at any time, the Committee determines
     FOR CAUSE                      that, either during or after your employment
                                    with ATTL or an ATTL subsidiary
                                    ("Subsidiary"), you engaged in conduct that
                                    constitutes "Cause" (as defined below), all
                                    of the Options that are outstanding at such
                                    time shall immediately terminate and be
                                    cancelled upon such determination by the
                                    Committee. For purposes of this provision,
                                    "Cause" means:
                                    (a) fraudulent or dishonest conduct (as
                                        determined by a finding, order,
                                        judgment or decree in any court or
                                        administrative agency of competent
                                        jurisdiction, in any action or
                                        proceeding, whether civil,
                                        criminal, administrative or
                                        investigative);
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     FORFEITURE OF OPTIONS          (b)      conviction of, or entering into, a
                 FOR CAUSE                   plea of nolo contendere to a felony
               (CONTINUED)                   criminal offense or to a comparable
                                             crime in any jurisdiction that uses
                                             different nomenclature;
                                    (c)      gross negligence in the performance
                                             of your material employment-related
                                             duties or responsibilities;
                                    (d)      willful refusal to perform your
                                             material employment-related duties
                                             or responsibilities or
                                             intentionally or knowingly engaging
                                             in any activity that is in material
                                             conflict with or is materially
                                             adverse to the business interests
                                             of ATTL or any of its Subsidiaries,
                                             or their respective businesses; or
                                    (e)      breach of any material provision of
                                             any employment, confidentiality or
                                             similar agreement.

                                    Upon such a determination by the Committee,
                                    ATTL may disregard any attempted exercise of
                                    the Options by notice delivered prior to
                                    such determination (in which case, ATTL
                                    shall only be obligated to return to you any
                                    amounts remitted in order to exercise such
                                    Options) and you shall be obligated to repay
                                    to ATTL the net gain realized by you with
                                    respect to any Options exercised within the
                                    six-month period preceding the Committee's
                                    determination.
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     ACCELERATION OF VESTING        Your Options may vest early (accelerate) and
                                    become exercisable upon the first of any of
                                    the following events to occur:

                                    (i) your employment with ATTL or any
                                    Subsidiary terminates by reason of a
                                    Qualifying Termination of Employment. In
                                    that event, one-hundred percent (100%) of
                                    your outstanding Options shall accelerate
                                    and become exercisable as of the date of
                                    your termination of employment. If your
                                    employment with ATTL or any Subsidiary
                                    terminates for any reason other than as a
                                    result of a Qualifying Termination of
                                    Employment or for Cause, all unvested
                                    options shall terminate and be cancelled as
                                    of the date of your termination of
                                    employment. Any Options that have not been
                                    terminated and cancelled shall remain
                                    exercisable to the extent vested, until the
                                    earlier of three (3) months from your date
                                    of termination, or the original grant
                                    expiration date. A transfer within the
                                    consolidated entities of ATTL does not
                                    constitute a Qualifying Termination of
                                    Employment.

                                    (ii) [VARIES DEPENDING ON TERMS OF OPTION
                                    GRANT]
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     COMPETITION                    These Options shall be forfeited and
                                    cancelled if, without the consent of ATTL or
                                    any Subsidiary, you establish a relationship
                                    with a competitor of ATTL or a competitor of
                                    any Subsidiary or engage in any activity
                                    which is in conflict with or adverse to the
                                    interest of ATTL or any Subsidiary while
                                    employed by ATTL or any Subsidiary, or after
                                    termination of employment, as determined in
                                    accordance with the AT&T Latin America
                                    Non-Competition Guideline, a copy of which
                                    has been provided to you.
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     TRANSFERABILITY                This Option is not transferable by you
                                    except by will or the laws of descent and
                                    distribution, unless otherwise authorized by
                                    the Committee or its designee pursuant to
                                    the terms of the Plan. During your lifetime
                                    the Option may be exercised only by you or
                                    your guardian or legal representative,
                                    unless otherwise authorized by the Committee
                                    pursuant to the terms of the Plan.
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     ACKNOWLEDGEMENT AND            By entering into this Agreement and
     LIMITATION ON RIGHTS: NO       accepting the grant of the Option evidenced
     RIGHT TO FUTURE GRANTS;        hereby, you acknowledge that:
     EXTRAORDINARY ITEM OF          (i) the Plan is wholly discretionary in
     COMPENSATION                   nature and may be modified, suspended or
                                    terminated by ATTL at any time; (ii) the
                                    grant of the Option is a one-time benefit
                                    which does not create any contractual or
                                    other right to receive future grants of
                                    options, or benefits in lieu of options;
                                    (iii) all determinations with respect to any
                                    future grants, including, but not limited
                                    to, the times when options shall be granted,
                                    the number of shares subject to each option,
                                    the option price, and the time or times when
                                    each option shall be exercisable, will be at
                                    the sole discretion of ATTL; (iv) your
                                    participation in the Plan is voluntary; (v)
                                    the value of the Option is an extraordinary
                                    item of compensation which is outside the
                                    scope of your employment contract, if any;
                                    (vi) the Option is not part of normal or
                                    expected compensation for purposes of
                                    calculating any severance, resignation,
                                    redundancy, end of service payments,
                                    bonuses, long-service awards, pension or
                                    retirement benefits, termination
                                    indemnities, or similar payments; (vii) the
                                    vesting of the Option ceases upon
                                    termination of employment for any reason
                                    (including without limitation breach of
                                    contract), except as may otherwise be
                                    explicitly provided in the Plan and/or this
                                    Agreement; (viii) benefits are available
                                    only while you are employed by ATTL or any
                                    Subsidiary as provided in the Plan; (ix) the
                                    future value of the underlying Shares is
                                    unknown and cannot be predicted with
                                    certainty; (j) your participation in the
                                    Plan shall not create a right to further
                                    employment with your employer and shall not
                                    interfere with the ability of your employer
                                    to terminate your employment with or without
                                    cause; and (k) if the underlying Shares do
                                    not increase in value, the Option will have
                                    no value.

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     DATA PRIVACY CONSENT           You hereby request and permit ATTL to
                                    access, store, process and transfer various
                                    personal and employment data concerning and
                                    relating to you, including the data
                                    identified below (the "DATA"), as often
                                    as necessary, to ATTL for the purpose of
                                    implementing, administering and managing
                                    your participation in the Plan. You further
                                    authorize ATTL, to the extent permitted by
                                    law, to transfer the Data to legitimate
                                    third parties who are or will be assisting
                                    ATTL in the implementation, administration
                                    and management of the Plan, including, but
                                    not limited to the following third parties:
                                    Salomon Smith Barney, Equiserve and their
                                    successors, if any. You further authorize
                                    ATTL, Salomon Smith Barney, Equiserve and
                                    other legitimate third parties, including
                                    without limitation any other broker or third
                                    party plan administrator, if any, to
                                    receive, possess, use, retain and transfer
                                    the Data, in electronic or other form, for
                                    purposes of implementing, administrating and
                                    managing your participation in the Plan.

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     TAX REPORTING AND              ATTL will determine the tax, social
     PAYMENT LIABILITY              insurance and any other payroll tax
                                    withholding and reporting required in
                                    connection with the Option ("TAX-RELATED
                                    ITEMS"), including the grant, vesting or
                                    exercise of the Option or sale of shares
                                    acquired pursuant to such exercise. These
                                    requirements may change from time to time as
                                    laws or interpretations change. Regardless
                                    of ATTL's actions in this regard, you hereby
                                    acknowledge and agree that the ultimate
                                    liability for any and all tax-related items
                                    is and remains your responsibility and
                                    liability and that ATTL (i) makes no
                                    representations nor undertakings regarding
                                    treatment of any tax-related items in
                                    connection with any aspect of the Option,
                                    including the grant, vesting or exercise of
                                    the Option and the subsequent sale of
                                    Shares, if any, acquired pursuant to such
                                    exercise; and (ii) does not commit to
                                    structure the terms of the grant or any
                                    aspect of the Option to reduce or eliminate
                                    your liability regarding tax-related items.

                                    In the event ATTL determines that it must
                                    withhold any tax-related items as a result
                                    of your participation in the Plan, you
                                    agree, as a condition of the grant of the
                                    Option, to make arrangements satisfactory to
                                    ATTL to enable ATTL to satisfy all
                                    withholding requirements, including, but not
                                    limited to, withholding any applicable
                                    tax-related items from the proceeds of the
                                    Option exercise. Additionally, you authorize
                                    ATTL to withhold all applicable withholding
                                    taxes from your wages. Furthermore, you
                                    shall pay ATTL any amount of taxes ATTL may
                                    be required to withhold as a result of your
                                    participation in the Plan or your purchase
                                    of Shares, if any, that cannot be satisfied
                                    by deduction from your wages or other cash
                                    compensation paid to you by ATTL.
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     OTHER CORPORATE PROVISIONS     The issuance of the Shares under this
                                    Agreement is subject to all applicable laws,
                                    rules and regulations.

                                    No Shares shall be issued upon exercise of
                                    any Options if the exercise would result in
                                    a violation of applicable laws, rules and
                                    regulations and unless and until ATTL is
                                    satisfied that the actions required to be
                                    taken in respect of the applicable laws,
                                    rules and regulations have been or will be
                                    taken. Without limiting the generality of
                                    the foregoing, if ATTL shall determine that
                                    the listing, registration or qualification
                                    of the Shares upon any securities exchange
                                    or under any state or federal law, or the
                                    consent or approval of any governmental or
                                    regulatory agency or authority or national
                                    securities exchange, is necessary or
                                    desirable as a condition of, or in
                                    connection with, the exercise of the Option,
                                    no portion of the Option may be exercised
                                    until or unless such listing, registration,
                                    qualification, consent or approval shall
                                    have been effected or obtained.

                                    Any determinations or decisions made or
                                    actions taken arising out of or in
                                    connection with the interpretation and
                                    administration of this Agreement and the
                                    Plan by the ATTL Board of Directors or the
                                    Committee shall be final and conclusive.

                                    This Agreement may be amended by each of the
                                    ATTL Board of Directors or the Committee in
                                    its sole discretion provided that no such
                                    amendment shall impair your rights hereunder
                                    without your consent. You will be given
                                    written notice of any such amendment as
                                    promptly as practicable after its adoption.

                                    The validity, construction and effect of
                                    this Agreement shall be determined in
                                    accordance with the laws of the State of
                                    Delaware, without giving effect to any
                                    principles or rules relating to conflicts of
                                    laws.
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By your signature below, you agree that these Options are granted under and
governed by the AT&T Latin America 2000 Long Term Incentive Plan, the AT&T Latin
America Non-Competition Guideline, a copy of which has been given to you, and
this Agreement.

Accepted By:                             AT&T Latin America Corp.



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Employee                   Date          By:                      Date






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