AT&T LATIN AMERICA CORP
RESTATED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>g77776exv10w4.txt
<DESCRIPTION>RESTATED STOCK AGREEMENT
<TEXT>
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                           RESTRICTED STOCK AGREEMENT

         RESTRICTED STOCK AGREEMENT (this "AWARD AGREEMENT"), dated as of
November 27, 2001 between AT&T Latin America Corp., a Delaware corporation (the
"COMPANY"), and Patricio E. Northland (the "PARTICIPANT").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Company has determined that it is in the interests of the
Company and its share owners to grant to the Participant 2,000,000 shares (the
"RESTRICTED STOCK") of its common stock, par value $.0001 per share, subject to
the terms and conditions of this Award Agreement and the AT&T Latin America 2000
Long Term Incentive Plan (the "PLAN");

         NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual promises, covenants and agreements contained herein, the parties hereto
hereby agree as follows:

1.       PLAN GOVERNS; DEFINITIONS. This Award Agreement is subordinate to, and
         the terms and conditions of the Restricted Stock granted hereunder are
         subject to, the terms and conditions of the Plan, which are made a part
         of and incorporated into this Award Agreement. If there is any
         inconsistency between the terms hereof and the terms of the Plan, the
         terms of the Plan shall govern. Capitalized terms used herein without
         definition shall have the respective meanings set forth in the Plan.

2.       GRANT OF THE SHARES. Subject to all of the terms and conditions of this
         Agreement and the Plan, the Company hereby grants the Restricted Stock
         to the Participant. As soon as practicable, the Company shall deliver
         to the Participant a stock certificate or stock certificates registered
         in such Participant's name and representing the Restricted Stock, which
         certificate or certificates shall bear the following legend (and such
         other legend or legends as the Company (based upon the advice of
         counsel reasonably acceptable to the Participant) deems appropriate):

         "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
         TERMS AND CONDITIONS CONTAINED IN THE AT&T LATIN AMERICA 2000 LONG TERM
         INCENTIVE PLAN AND THE RESTRICTED STOCK AGREEMENT, DATED AS OF NOVEMBER
         __, 2001 AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT



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         ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
         PROVISIONS OF SUCH PLAN AND SUCH RESTRICTED STOCK AGREEMENT, A COPY OF
         WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. "

         When and to the extent the Restriction Period lapses as provided in
         Section 5 herein, the Participant may request the Company to deliver to
         the Participant a certificate or certificates that do not bear such
         legend (but bearing such other legend or legends as the Company (based
         upon the advice of counsel reasonably acceptable to the Participant)
         deems appropriate).

         Notwithstanding the forgoing, the stock certificates evidencing the
         Restricted Stock shall be held in the custody of the Secretary of the
         Company until the Restriction Period lapses, and, as a condition of the
         Restricted Stock award, the Participant shall deliver a stock power,
         endorsed in blank, relating to the shares covered by this Award
         Agreement.

         If the Company should in the future engage the services of a stock
         transfer agent, appropriate stop-transfer restrictions will be issued
         to such transfer agent with respect to the Restricted Stock.

3.       RIGHTS AS SHAREHOLDER.

         a.       VOTING RIGHTS. During the Restriction Period, the Participant
                  may exercise full voting rights with respect to the Restricted
                  Shares.

         b.       DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction
                  Period, the Participant shall be entitled to receive all
                  dividends and other distributions paid with respect to those
                  shares while they are so held. If any such dividends or
                  distributions are paid in shares of Common Stock, such shares
                  shall be subject to the same restrictions on transferability
                  as the Restricted Stock with respect to which they were paid.

4.       RESTRICTIONS ON DISPOSITION OF SHARES.

         a.       The Restricted Stock shall not be assignable or transferable
                  except by will or the laws of descent and distribution;
                  PROVIDED that the Committee may allow the Participant to
                  transfer the Restricted Stock for no consideration to the
                  Participant's child, stepchild, grandchild, parent,
                  stepparent, grandparent, spouse, former spouse, sibling,
                  niece, nephew, mother-in-law, father-in-law, son-in-law,
                  daughter-in-law, brother-in-law, or sister-in-law, including
                  adoptive relationships, any person sharing the Participant's
                  household (other than a tenant or employee), a trust in which
                  these persons have more than fifty percent of the beneficial



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                  interest, a foundation in which these persons (or the
                  Participant) control the management of assets, and any other
                  entity in which these persons (or the Participant) own more
                  than fifty percent of the voting interests ("PERMITTED
                  TRANSFEREES"). Except to the extent required by law, no right
                  or interest of the Participant shall be subject to any lien,
                  obligation or liability of the Participant. The rights of a
                  Permitted Transferee shall be limited to the rights conveyed
                  to such Permitted Transferee, who shall be subject to and
                  bound by the terms of this Award Agreement between the
                  Participant and the Company. The restrictions contained in
                  this Section 4a. shall terminate with respect to the
                  Applicable Percentage (as hereinafter defined) of the
                  Restricted Stock during the Restriction Period.

         b.       The Participant represents and warrants that he is acquiring
                  the Restricted Stock solely for his own account for investment
                  and not with a view to or for sale in connection with any
                  distribution thereof. The Participant will not, directly or
                  indirectly, offer, transfer, sell, pledge, hypothecate or
                  otherwise dispose of any of the Restricted Stock (or solicit
                  any offers to buy, purchase or otherwise acquire or take a
                  pledge of any Restricted Stock), except in compliance with the
                  Securities Act of 1933, as amended (the "SECURITIES ACT"), and
                  the rules and regulations of the Securities and Exchange
                  Commission (the "COMMISSION") thereunder, and in compliance
                  with applicable state securities or "blue sky" laws and
                  foreign securities laws, if any. Further, if any of the
                  Restricted Stock are to be disposed of in accordance with Rule
                  144 promulgated under the Securities Act ("RULE 144"), the
                  Participant shall transmit to the Company an executed copy of
                  Form 144 (if required by Rule 144) no later than the time such
                  form is required to be transmitted to the Commission for
                  filing and such other documentation as the Company may
                  reasonably require to assure compliance with Rule 144 in
                  connection with such disposition. Furthermore, the Participant
                  acknowledges and agrees that, in the event that the Company
                  files a registration statement under the Securities Act of
                  1933 with respect to an underwritten public offering of any
                  shares of its capital stock, the Participant will not effect
                  any public sale or distribution of any shares of the
                  Restricted Stock (other than as part of such underwritten
                  public offering), including but not limited to, pursuant to
                  Rule 144 or Rule 144A under the Securities Act of 1933, during
                  the 20 days prior to and the 180 days after the effective date
                  of such registration statement (if and to the extent so
                  reasonably requested by the underwriters and if the
                  underwriters similarly request such a holdback with respect to
                  other executive officers). The Participant understands and
                  acknowledges that any sale, transfer or other disposition of
                  the Restricted Stock by him will be subject to compliance
                  with, and may be limited under, the federal securities laws
                  and/or state "blue sky" securities laws.



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5.       TERMINATION OF EMPLOYMENT.

         a.       GENERAL RULE. Except as provided in Sections 5b. and 5c.
                  herein, if the Participant's employment with the Company is
                  terminated for any reason whatsoever on or prior to fifth
                  anniversary hereof (the "RESTRICTION PERIOD"), the Participant
                  shall forfeit the Restricted Stock to the Company.

         b.       QUALIFYING TERMINATION OF EMPLOYMENT. The forfeiture provision
                  described in Section 5a. shall lapse with respect to all of
                  the Restricted Stock immediately upon the occurrence of a
                  Qualifying Termination of Employment (as defined in the Plan).

         c.       LAPSE OF RESTRICTION PERIOD. The forfeiture provision
                  described in Section 5a. shall, subject to the Participant's
                  continuous employment with the Company through the applicable
                  date of lapse, lapse during the Restriction Period with
                  respect to the Applicable Percentage of the Restricted Stock.
                  For purposes of this Award Agreement, the "APPLICABLE
                  PERCENTAGE" means the greater of

                  i.       (1) 0% if the Participant's termination of employment
                           occurs on or before the first anniversary hereof; (2)
                           15% if the termination occurs on or after the first
                           anniversary hereof but before the second anniversary
                           hereof; (3) 35% if the termination occurs on or after
                           the second anniversary hereof but before the third
                           anniversary hereof; (4) 65% if the termination occurs
                           after the third anniversary hereof but before the
                           fourth anniversary hereof; (5) 85% if the termination
                           occurs on or after the fourth anniversary hereof but
                           before the fifth anniversary hereof; and (6) 100% if
                           the termination occurs on or after the fifth
                           anniversary hereof; or

                  ii.      (1) 50% if the Fair Market Value (as defined in the
                           Plan) during any five consecutive trading days during
                           the Restriction Period equals or exceeds $5.00 and
                           (2) 100% if the Fair Market Value during any five
                           consecutive trading days during the Restriction
                           Period equals or exceeds $6.00.

6.       MISCELLANEOUS.

         a.       NOTICES. All notices and other communications required or
                  permitted to be given under this Award Agreement shall be in
                  writing and shall be deemed to have been given if delivered
                  personally or sent by certified or express mail, return
                  receipt requested, postage prepaid, or by any recognized
                  international equivalent of such mail delivery, to the



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                  Company, or the Participant, as the case may be, at the
                  following addresses or to such other address as the Company,
                  or the Participant, as the case may be, shall specify by
                  notice to the others:

                  IF TO THE PARTICIPANT, to him at the address indicated in the
                  records of the Company or the address which the Participant
                  has most recently communicated to the Company in writing.

                  IF TO THE COMPANY:

                  AT&T Latin America Corp.
                  220 Alhambra Circle, Suite 900
                  Coral Gables, Florida 33134
                  Attention: Executive Vice-President, Human Resources

                  All such notices and communications shall be deemed to have
                  been received on the date of delivery if delivered personally
                  or on the third business day after the mailing thereof.

         b.       BINDING EFFECT; BENEFITS. This Award Agreement shall be
                  binding upon the parties to this Award Agreement and their
                  respective successors and assigns and shall inure to the
                  benefit of the parties to the Award Agreement, and their
                  respective successors and assigns.

         c.       WAIVER; AMENDMENT.

                  i.       WAIVER. Any party hereto or beneficiary hereof may by
                           written notice to the other parties (A) extend the
                           time for the performance of any of the obligations or
                           other actions of the other parties under this Award
                           Agreement, (B) waive compliance with any of the
                           conditions or covenants of the other parties
                           contained in this Award Agreement and (C) waive or
                           modify performance of any of the obligations of the
                           other parties under this Award Agreement. The waiver
                           by any party hereto or beneficiary hereof of a breach
                           of any provision of this Award Agreement shall not
                           operate or be construed as a waiver of any preceding
                           or succeeding breach and no failure by a party to
                           exercise any right or privilege hereunder shall be
                           deemed a waiver of such party's or beneficiary's
                           rights or privileges hereunder or shall be deemed a
                           waiver of such party's or beneficiary's rights to
                           exercise the same at any subsequent time or times
                           hereunder.



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                  ii.      AMENDMENT. This Award Agreement may not be amended,
                           modified or supplemented orally, but only by a
                           written instrument executed by the Participant and
                           the Company

         d.       ASSIGNABILITY. Neither this Award Agreement nor any right,
                  remedy, obligation or liability arising hereunder or by reason
                  hereof shall be assignable by the Company or the Participant
                  without the prior written consent of the other parties.

         e.       APPLICABLE LAW. THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND
                  CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
                  EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
                  DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

         f.       SECTION AND OTHER HEADINGS, ETC. The section and other
                  headings contained in this Award Agreement are for reference
                  purposes only and shall not affect the meaning or
                  interpretation of this Award Agreement.

         g.       COUNTERPARTS. This Award Agreement may be executed in any
                  number of counterparts, each of which shall be deemed to be an
                  original and all of which together shall constitute one and
                  the same instrument.

         IN WITNESS WHEREOF, the Company and the Participant have executed this
Award Agreement as of the date first above written.


                                    AT&T LATIN AMERICA CORP.

                                    By:  /s/ Marie Santana
                                         --------------------------------------
                                         Name:  Marie Santana
                                         Title: Vice President, Human Resources


                                    THE PARTICIPANT:

                                    /s/ Patricio E. Northland
                                    -----------------------------
                                    Patricio E. Northland




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