AT&T CORP
EXHIBIT 10.1 - LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.1 - LETTER AGREEMENT
<TEXT>




                                                                    Exhibit 10.1



          AT&T CORP.                              AT&T WIRELESS SERVICES, INC.
    295 North Maple Avenue                        7277 164th Avenue, Northeast
Basking Ridge, New Jersey 07920                     Redmond, Washington 98501








                                November 30, 2000



NTT DoCoMo, Inc.
Sanno Park Tower--41st Floor
11-1, Nagata-cho 2-chome
Chiyoda-ku,
Tokyo 100-6150

         Attention: Dr. Tachikawa


Ladies and Gentlemen:

                  Reference is hereby made to the term sheet attached  hereto as
Exhibit 1 (together with the attachments  thereto,  the "Term Sheet")  regarding
certain  agreements  among AT&T Corp.,  a New York  corporation  ("AT&T"),  AT&T
Wireless  Services,  Inc., a Delaware  corporation  ("AT&T-W"),  and NTT DoCoMo,
Inc., a corporation  organized under the laws of Japan ("DoCoMo"),  and together
with AT&T and AT&T-W, the "Parties"),  including a proposed investment by DoCoMo
in AT&T's Wireless Group and a proposed  strategic  alliance  between DoCoMo and
AT&T's  Wireless Group. In the event the Spin-off (as defined in the Term Sheet)
is to be effected by spinning off an entity other than AT&T-W,  the  corporation
that is the  subject  of the  Spin-off  (and  that is or is to be the  issuer of
publicly traded common stock  representing the former AT&T Wireless Group) shall
execute this Letter  Agreement  (which  includes the Term Sheet) and, upon doing
so,  shall be  substituted  for  AT&T-W and  thereafter  be deemed to be a Party
hereto.

        1.  Defined  Terms. (a) The  term  "AT&T-W"  shall  refer to  AT&T-W
or to the  corporation  (if not AT&T-W) that is the subject of the Spin-off (and
that is or is to be the issuer of publicly traded common stock  representing the
former AT&T Wireless Group).

        (b) The term "Alliance" shall mean the mobile multimedia alliance
contemplated by the Term Sheet.


<PAGE>


        (c) The term "Investment" shall mean the purchase by DoCoMo (or one or
more of its designated  wholly owned  subsidiaries) of New AT&T-W Tracking Stock
and the Warrants as contemplated by the Term Sheet.

        (d) In this Letter  Agreement,  the Term Sheet and the  attachments  and
annexes  thereto  and the  documents  delivered  by the  parties  in  connection
herewith: (i) references to "ABBA" shall be understood to be references to AT&T,
(ii) references to "ABBA-W" shall be understood to be references to AT&T-W,  and
(iii) references to "Dylan" shall be understood to be references to DoCoMo.

        (e) Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Term Sheet.

        2.  Binding  Nature;  Definitive  Agreements.  (a) The Term Sheet sets
forth the terms of the transactions  contemplated hereby and thereby,  including
the Investment and the Alliance.  The Parties intend that the Term Sheet will be
superseded  by  definitive  agreements,  filings under state law and other legal
instruments,  which will contain provisions incorporating the terms set forth in
the Term Sheet,  together with provisions  customary in the case of transactions
of the type  described  herein and  therein,  and such other  provisions  as are
reasonable  and  appropriate  in the  context of the  transactions  contemplated
hereby and thereby and to give effect  thereto.  The foregoing  notwithstanding,
the  Parties  expressly   acknowledge  and  agree  that  this  Letter  Agreement
(including the Term Sheet)  constitutes a binding agreement among them,  subject
to the terms and  conditions set forth in this Letter  Agreement  (including the
Term Sheet),  until definitive  documentation is executed and delivered  (except
that the  effectiveness  and  enforceability of the provisions of the Term Sheet
are subject to certain conditions set forth in paragraph 4 below).

        (b) The   Parties   intend   to   execute   such   definitive
documentation by December 15, 2000. If definitive  documentation is not executed
and delivered with respect to any matter contained in the Term Sheet by December
22,  2000,  then,  at  the  request  of  any  Party,  the  proposed   definitive
documentation  embodying  the  parties'  differing  views  will  immediately  be
submitted to  mediation  before the first person  listed  under  "Mediators"  on
Exhibit 2  attached  hereto  (or if he is unable or  unwilling  to serve in such
capacity,  then before the second person listed under  "Mediators" on Exhibit 2)
in an effort to resolve any remaining differences among the Parties with respect
to such  definitive  documentation.  Such  mediation  shall include at least two
meetings between the mediator and the Parties spanning a time period of at least
three weeks.

        (c) In the event such  differences  are not  resolved  through such
mediation by January 12, 2001, DoCoMo and AT&T will each submit on such date its
proposed forms of each disputed  provision of the definitive  documentation to a
single arbitrator,  who shall be the first person listed under  "Arbitrators" on
Exhibit 2 (or if he is unable or unwilling to serve in such  capacity,  then the
second person listed under "Arbitrators" on Exhibit 2) for binding  arbitration.
Notwithstanding the foregoing, if any differences relating to the certificate of
designations  for  the New  AT&T-W  Tracking  Stock  are  not  resolved  through
mediation by January 5, 2001,  DoCoMo and AT&T will each submit on such date its
proposed forms of each disputed provision of such certificate of designations to
the arbitrator as set forth in the preceding  sentence for binding  arbi-


                                      -2-


<PAGE>


tration.  Not later than January 19,  2001,  in the case of the  certificate  of
designations,  or  January  31,  2001,  in  the  case  of any  other  definitive
documentation,  the  arbitrator,  after  hearing the Parties,  will resolve each
disputed  provision by selecting one of the two versions of each such  provision
submitted.  When  each  disputed  provision  is  resolved  in this  manner,  the
provisions  selected by the  arbitrator  shall be inserted  into the  applicable
documents  and such  documents  will become the  definitive  documentation  with
respect to the matters set forth in the Term Sheet.  The  arbitrator  shall make
his or her  determination  according to his or her best business  judgment,  and
principles of fairness and  consistency  with the Term Sheet.  The  arbitrator's
decision  may be set forth in a  declaratory  award and  judgment may be entered
thereon in any court  identified in paragraph  6(g).  Other than as set forth in
this  paragraph,  the  arbitration  shall be  conducted in  accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association  or any
successor  thereof,  and shall take place at an appointed  time and place in New
York, New York.

        3.  Efforts.  Each  Party  hereto  agrees  to act in good  faith  and to
use all reasonable  efforts to consummate the transactions  contemplated by this
Letter Agreement  (including the Term Sheet), and to complete in a timely manner
the related definitive agreements, instruments and filings in a manner that best
gives effect to the terms set forth in the Term Sheet.

        4. Effectiveness;  Conditions.  (a) The closing of the Investment and
initiation  of the Alliance  shall be  conditioned  upon (1) the  expiration  or
termination  of  any  applicable  waiting  period  under  the  Hart-Scott-Rodino
Antitrust  Improvements Act of 1976, as amended (the "HSR Act"), (2) the absence
of any statute, rule,  regulation,  executive order, decree or injunction (each,
an  "Order")  having  been  enacted,  entered,  promulgated  or  enforced by any
governmental  entity or judicial or regulatory  authority (each, a "Governmental
Authority") of the United States, Japan, Canada or Mexico that has the effect of
making the Investment  illegal or otherwise  prohibiting the consummation of the
Investment,  or that prohibits  AT&T-W or DoCoMo from entering into the Alliance
materially as contemplated  by the Term Sheet;  (3) receipt or expiration of any
other material approval or waiting period required by a Governmental  Authority,
if any,  (4)  receipt by DoCoMo of an opinion  of  counsel to AT&T  (subject  to
customary  qualifications)  as to (i) the due  authorization and validity of the
New AT&T-W  Tracking  Stock,  the Current  AT&T-W  Tracking  Stock issuable upon
conversion thereof, the AT&T-W Common Stock issuable in exchange therefor in the
Spin-off,  the Warrants and the New AT&T-W Tracking Stock or AT&T-W Common Stock
issuable  upon  exercise  thereof,  and  (ii) the  absence  of  conflict  of the
transaction  with the AT&T  articles  of  incorporation  , (5) the  filing  of a
certificate of  designations  relating to the New AT&T-W Tracking Stock with the
Secretary of State of the State of New York,  (6) the truth and accuracy of AT&T
and AT&T-W's  representations  and warranties  (which condition may be waived by
DoCoMo) and of DoCoMo's  representations  and warranties (which condition may be
waived by AT&T and  AT&T-W)  contained  in Annex D to the Term Sheet and in this
Letter   Agreement   (in  all  material   respects  in  the  case  of  any  such
representation  or warranty  that is not  qualified  by  materiality)  as of the
Closing Date (as defined below) as if made on and as of the Closing Date (except
that  representations  and warranties  that by their terms speak only as of some
other date need be true and accurate as of such other date),  (7)  compliance in
all  material  respects  by AT&T and AT&T-W with their  pre-closing  obligations
(which  condition  may be waived  by  DoCoMo)  and  compliance  in all  material
respects by DoCoMo with its  pre-closing  obligations  (which  condition  may be
waived by AT&T and AT&T-W);  and (8) delivery to DoCoMo (which  condition may be
waived by DoCoMo) and


                                      -3-


<PAGE>


to AT&T and  AT&T-W  (which  condition  may be  waived  by AT&T and  AT&T-W)  of
officer's  certificates  of AT&T and  AT&T-W or of  DoCoMo,  as the case may be,
certifying as to the matters set forth in clauses (6) and (7) above on behalf of
the applicable Party.

        (b) Unless otherwise agreed by the Parties,  the purchase of New AT&T-W
Tracking Stock  constituting the Investment shall occur on the later to occur of
(1) January 22,  2001 and (2) as promptly as  practicable  (but in no event more
than four business days) following the first date on which all of the conditions
have been satisfied  (other than those conditions that by their nature are to be
satisfied by actions taken at the closing,  which must be satisfied or waived at
the  closing);  provided  that,  in the event AT&T-W or its  affiliates  acquire
spectrum in the  spectrum  auction  scheduled  to commence in December  2000 and
AT&T-W or such  affiliates  are required to fund the  purchase of such  spectrum
prior to January  22,  2001,  the  purchase by DoCoMo of up to $1 billion of New
AT&T-W  Tracking  Stock shall occur no later than the day prior to the date such
funding is required (but in any event no earlier than January 15, 2001), subject
to the  satisfaction  of the  conditions  set  forth in  paragraph  4(a) and the
provision of notice by AT&T-W to DoCoMo of the  potential  need for such funding
at least five business days prior to such earlier closing.  For the avoidance of
doubt,  such  closing(s)  shall occur as set forth above even if the  definitive
documentation has not been completed or the arbitration with respect thereto has
not been resolved,  provided that any arbitration with respect to the definitive
documentation  shall  continue  in  order  to  arrive  at the  final  definitive
documentation as rapidly as possible thereafter. The date of consummation of the
Investment is referred to as the "Closing Date."

        5.  Termination. (a) This Letter Agreement may be terminated at any time
by mutual written agreement of all of the Parties hereto.

        (b) If any of the conditions  set forth in clauses  (4)(a)(1), (2) or
(3) becomes  permanently  incapable  of being  satisfied by virtue of any order,
decree or ruling or other action  taken by any  Governmental  Authority  that is
final and  nonappealable,  then any Party hereto (other than any Party (treating
AT&T and AT&T-W as a single party) whose failure to comply with its  obligations
hereunder  shall have caused such  failure to occur or who has failed to use its
reasonable best efforts to cause any such order,  decree or ruling to be lifted)
may terminate  this Letter  Agreement by sending  written  notice to each of the
other Parties.

        (c) If the  Investment is not  consummated  on or before March 31,  2001
(the "Outside Date"), then any Party hereto (other than any Party (treating AT&T
and  AT&T-W as a single  party)  whose  failure to comply  with its  obligations
hereunder  shall have caused such  failure to occur or who has failed to use its
reasonable  best efforts to consummate the Investment) may terminate this Letter
Agreement by sending  written notice to each of the other  Parties.  The Outside
Date  shall be  extended  to August 15,  2001 in the event  that the  failure to
consummate  the  investment  is due to the failure of any condition set forth in
Section 4(a)(1), (2) or (3) to be satisfied by March 31, 2001.

        (d) Upon any  termination  in  accordance  with  this  Section  5,  this
Letter  Agreement  (including  the Term Sheet)  shall be null and void and of
no further  force or effect,  but such  termination  shall not relieve any Party
from liability for any breach of this Letter Agreement.


                                      -4-


<PAGE>


        6.  Miscellaneous.

        (a) Representations and Warranties.  Each Party severally  represents to
each of the other  Parties that (A) this Letter  Agreement  (including  the Term
Sheet)  has been duly  authorized,  executed  and  delivered  by such  Party and
constitutes  the  legal,   valid  and  binding  obligation  of  such  Party  and
enforceable  against  such Party in  accordance  with its terms,  except as such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium and similar laws  affecting the rights of creditors  generally and by
general principles of equity, and (B) such Party has the necessary  corporate or
other power and  authority to enter into this Letter  Agreement  (including  the
Term Sheet) and,  subject to the  satisfaction  of the  conditions  set forth in
Section 4 hereof, to consummate the Investment and the Alliance and otherwise to
carry  out  its  obligations   hereunder  and  thereunder.   In  addition,   the
representations  and  warranties of each Party  contained in Annex D to the Term
Sheet  shall  be  effective  as of the  date  hereof  as if set  forth  in  full
herein.

        (b) Expenses.  Except as otherwise  provided  herein or in the Term
Sheet, all costs and expenses  incurred in connection with this Letter Agreement
and the  transactions  contemplated  hereby shall be paid by the Party incurring
such costs and expenses.

        (c) Entire  Agreement;  No  Third-Party  Beneficiaries.  This  Letter
Agreement  (including  the Term  Sheet),  and the letter  agreement of even date
herewith, by and among AT&T, AT&T-W and DoCoMo,  constitute the entire agreement
and,  except as expressly set forth herein,  supersedes  any and all other prior
agreements and undertakings, both written and oral, among the Parties, or any of
them,  with  respect  to  the  subject  matter  hereof.  This  Letter  Agreement
(including  the Term Sheet)  shall be only for the benefit of the Parties and is
not  intended  for the benefit of any other party  (except to one or more wholly
owned  subsidiaries  of DoCoMo to which  DoCoMo may assign its right to purchase
hereunder).

        (d) Assignment;  Successors.  Neither  this  Agreement  nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
Parties hereto,  in whole or in part (whether by operation of law or otherwise),
without  the prior  written  consent of each of the other  Parties,  except that
DoCoMo may assign its right to purchase  hereunder  to one or more wholly  owned
subsidiaries  of DoCoMo (so long as they remain  wholly  owned  subsidiaries  of
DoCoMo), provided that such subsidiary or subsidiaries shall be bound by all the
provisions of this Letter  Agreement  (including the Term Sheet) and that DoCoMo
shall  not be  released  from  its  obligations  hereunder  by  virtue  of  such
assignment.  Subject to the preceding  sentence,  this Letter  Agreement will be
binding  upon,  inure to the  benefit of and be  enforceable  by the Parties and
their respective successors and assigns.

        (e) Amendment; Waiver.  (i) This Letter Agreement and/or the Term Sheet
may be amended at any time pursuant to a writing executed by each Party hereto.

               (ii) Any Party hereto may (A) extend the time for the performance
of any of the  obligations  or other acts of the others or (B) waive  compliance
with any of the agreements or conditions  contained herein. Any agreement on the
part of a Party to any such  extension  or waiver shall be valid only as against
such  Party and only if set forth in an  instrument  in  writing  signed by such
Party.

                                      -5-


<PAGE>


        (f) Governing  Law.  This  Agreement  shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of New York
applicable  to contracts  executed in and to be performed  entirely  within that
State, without giving effect to the conflicts of laws principles thereof.

        (g) Submission to Jurisdiction;  Waivers. Each of the Parties hereto
irrevocably  agrees that any legal  action or  proceeding  with  respect to this
Letter  Agreement  (including the Term Sheet) or for recognition and enforcement
of any  judgment  in  respect  hereof,  other than with  respect to any  dispute
subject to  mediation  and  arbitration  under  paragraph 2 (but  including  for
enforcement of the arbitration  provisions contained in paragraph 2 or any award
resulting  therefrom),  brought by any other Party hereto or its  successors  or
assigns shall be brought and determined only in the United States District Court
for the Southern  District of New York,  or in the event (but only in the event)
that such court does not have subject  matter  jurisdiction  over such action or
proceeding,  only in the  courts of the State of New York.  Each of the  Parties
hereto hereby  irrevocably  submits with regard to any such action or proceeding
for itself and in respect of its property, generally and unconditionally, to the
personal jurisdiction of the aforesaid courts. Each of the Parties hereto hereby
irrevocably  waives,  and agrees not to assert,  by way of motion, as a defense,
counterclaim  or  otherwise,  in any action or  proceeding  with respect to this
Letter  Agreement  (including  the Term  Sheet),  (a) any  claim  that it is not
personally  subject to the jurisdiction of the above-named courts for any reason
other than the failure to serve in accordance with paragraph (k) of this Section
6, (b) that it or its property is exempt or immune from jurisdiction of any such
court or from any  legal  process  commenced  in such  courts  (whether  through
service of notice, attachment prior to judgment,  attachment in aid of execution
of judgment,  execution of judgment or otherwise), and (c) to the fullest extent
permitted by the applicable law, that (i) the suit, action or proceeding in such
court is brought in an inconvenient  forum,  (ii) the venue of such suit, action
or proceeding is improper and (iii) this Letter  Agreement  (including  the Term
Sheet), or the subject mater hereof, may not be enforced in or by such courts.

        (h) Waiver of Immunity.  DoCoMo agrees that, to the extent that it or
any  of  its  subsidiaries  or  any of  its  property  or  the  property  of its
subsidiaries  is  or  becomes  entitled  to  any  immunity  on  the  grounds  of
sovereignty or otherwise  based upon its status as an agency or  instrumentality
of a government  from any legal  action,  suit or  proceeding or from set-off or
counterclaim  relating to this Agreement from the  jurisdiction of any competent
court,  from  service  of  process,  from  attachment  prior to  judgment,  from
attachment  in aid of  execution,  from  execution  pursuant to a judgment or an
arbitral  award or from any other  legal  process in any  jurisdiction,  it, for
itself and its  property,  and for each of its  subsidiaries  and its  property,
expressly,  irrevocably and  unconditionally  waives, and agrees not to plead or
claim,  any such immunity  with respect to matters  arising with respect to this
Letter  Agreement  (including  the Term  Sheet)  or the  subject  matter  hereof
(including  any  obligation  for the payment of money).  DoCoMo  agrees that the
foregoing  waiver  is  irrevocable  and  is not  subject  to  withdrawal  in any
jurisdiction or under any statute,  including the Foreign  Sovereign  Immunities
Act, 28 U.S.C.  ss. 1602 et seq. The foregoing waiver shall constitute a present
waiver of  immunity  at any time any action is  initiated  against  DoCoMo  with
respect to this  Letter  Agreement  (including  the Term  Sheet) or the  subject
matter hereof (including any obligation for the payment of money).


                                      -6-


<PAGE>


        (i) Counterparts. This Letter Agreement may be executed in counter-
parts,  each of which  shall  be  deemed  an  original  and all of  which  shall
constitute one and the same instrument.

        (j) Effectiveness.  This Letter Agreement shall not be effective as to
or binding upon any Party until executed and delivered by all of the Parties.

        (k) Notices.  Except as otherwise  provided in this Letter Agreement or
the Term  Sheet,  all  notices,  requests,  claims,  demands,  waivers and other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given when delivered by hand, when delivered personally or by courier, when
received by facsimile transmission if promptly confirmed by telephone,  or three
days after being  deposited in the U.S.  mail  (registered  or  certified  mail,
postage prepaid, return receipt requested), as follows:

         If to DoCoMo:

                  Sanno Park Tower--41st Floor
                  11-1, Nagata-cho 2-chome
                  Chiyoda-ku,
                  Tokyo 100-6150
                  Attention: Global Business Department,
                             Kiyoyuki Tsujimura,
                             Managing Director
                  Fax: 81-3-5156-0204

                  with a copy to:
                  Sullivan & Cromwell
                  1888 Century Park East
                  Los Angeles, CA  90067
                  Attention:  Alison S. Ressler
                  Fax:  (310) 712-8800


         If to AT&T:

                  AT&T Corp.
                  295 North Maple Avenue
                  Basking Ridge, New Jersey 07920
                  Attention:  Marilyn J. Wasser
                              Secretary and Vice President - Law
                  Fax: (908) 221-6618


                                      -7-


<PAGE>



                  with a copy to:
                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, NY  10019
                  Attention:  Steven A. Rosenblum
                              David M. Silk
                  Fax:  (212) 403-2000


         If to AT&T-W:

                  AT&T Wireless Services, Inc.
                  7277 164th Avenue, Northeast
                  Redmond, Washington 98501
                  Attention:  Greg Landis
                              General Counsel
                  Fax: (425) 580-8050

                  with a copy to:

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, NY  10019
                  Attention:  Steven A. Rosenblum
                              David M. Silk
                  Fax:  (212) 403-2000


or to such other  address,  facsimile  number or  telephone as either party may,
from time to time, designate in a written notice given in a like manner.


                           [Remainder of Page Intentionally Left Blank]



                                      -8-


<PAGE>


                  If the  foregoing  is in  accordance  with your  understanding
please indicate your agreement by signing below.

                          Very truly yours,

                          AT&T CORP.



                          By:        /s/ C. Michael Armstrong
                            --------------------------------------------------
                                   Name: C. Michael Armstrong
                                   Title:  Chairman and Chief Executive Officer



                          AT&T WIRELESS SERVICES, INC.



                          By:        /s/ John D. Zeglis
                            --------------------------------------------------
                                   Name: John D. Zeglis
                                   Title:  Chief Executive Officer




Accepted and Agreed as of the date first above written:

NTT DOCOMO, INC.



By:         /s/ Keiji Tachikawa
   -----------------------------------------
     Name: Keiji Tachikawa
     Title:   President and Chief Executive Officer


                                      -9-


</TEXT>
</DOCUMENT>
