COX COMMUNICATIONS INC /DE/
SHARE ISSUANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cciissuance.txt
<DESCRIPTION>SHARE ISSUANCE AGREEMENT
<TEXT>

                                                                    Exhibit 10.1
                            SHARE ISSUANCE AGREEMENT

                                   dated as of

                                  May 18, 2001

                                      among

                            CoX Communications, Inc.,

                                 COX@HOME, INC.,

                                       and

                                   AT&T CORP.



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<TABLE>
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                                TABLE OF CONTENTS

                                                                                                         Page
                                                                                                         ----

                                    ARTICLE 1
                                   DEFINITIONS

   Section 1.01.  Definitions.....................................................................................1

                                    ARTICLE 2
                              ISSUANCE AND DELIVERY

   Section 2.01.  Issuance and Delivery...........................................................................2
   Section 2.02.  Closing.........................................................................................3

                                    ARTICLE 3
               REPRESENTATIONS AND WARRANTIES OF COX AND COX@HOME

   Section 3.01.  Corporate Existence and Power...................................................................3
   Section 3.02.  Corporate Authorization.........................................................................3
   Section 3.03.  Governmental Authorization......................................................................3
   Section 3.04.  Noncontravention................................................................................3
   Section 3.05.  Private Placement...............................................................................4
   Section 3.06.  HSR Matters.....................................................................................4

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF AT&T

   Section 4.01.  Corporate Existence and Power...................................................................5
   Section 4.02.  Corporate Authorization.........................................................................5
   Section 4.03.  Governmental Authorization......................................................................5
   Section 4.04.  Capital Stock...................................................................................5
   Section 4.05.  Share Authorization; Ownership..................................................................5
   Section 4.06.  Noncontravention................................................................................5
   Section 4.07.  HSR Matters.....................................................................................6

                                    ARTICLE 5
                          COVENANTS OF COX AND COX@HOME

   Section 5.01.  Notices of Certain Events.......................................................................6

                                    ARTICLE 6
                                COVENANTS OF AT&T

   Section 6.01.  Notices of Certain Events.......................................................................6

<PAGE>
                                                                                                               Page
                                    ARTICLE 7                                                                  ----
                                MUTUAL COVENANTS

   Section 7.01.  Reasonable Efforts; Further Assurances..........................................................7
   Section 7.02.  Certain Filings.................................................................................7
   Section 7.03.  Public Announcements............................................................................7
   Section 7.04.  Restrictive Legend on Certificates..............................................................7
   Section 7.05.  Tax Matters.....................................................................................8

                                    ARTICLE 8
                              CONDITIONS TO CLOSING

   Section 8.01.  Conditions to Obligations of the Parties........................................................8
   Section 8.02.  Conditions to Obligation of AT&T................................................................9
   Section 8.03.  Conditions to Obligation of Cox and Cox@Home....................................................9

                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

   Section 9.01.  Survival........................................................................................9
   Section 9.02.  Indemnification................................................................................10
   Section 9.03.  Procedures.....................................................................................10

                                   ARTICLE 10
                                   TERMINATION

   Section 10.01.  Grounds for Termination.......................................................................10
   Section 10.02.  Effect of Termination.........................................................................11
   Section 10.03.  Post-Closing Termination......................................................................11

                                   ARTICLE 11
                                  MISCELLANEOUS

   Section 11.01.  Notices.......................................................................................11
   Section 11.02.  Amendments and Waivers........................................................................12
   Section 11.03.  Expenses......................................................................................13
   Section 11.04.  Successors and Assigns........................................................................13
   Section 11.05.  Governing Law.................................................................................13
   Section 11.06.  Jurisdiction..................................................................................13
   Section 11.07.  Waiver of Jury Trial..........................................................................13
   Section 11.08.  Counterparts; Third Party Beneficiaries.......................................................13
   Section 11.09.  Captions......................................................................................14

                                       ii

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                            SHARE ISSUANCE AGREEMENT

     AGREEMENT  dated  as of May 18,  2001  among  Cox  Communications,  Inc.  a
Delaware corporation with its offices located at 1400 Lake Hearn Drive, Atlanta,
GA 30319  ("Cox"),  Cox@Home,  Inc., a Delaware  corporation  and a wholly owned
subsidiary  of Cox formerly  known as Cox Teleport  Providence,  Inc.,  with its
offices  located  at 2711  Centerville  Road,  Suite 400,  Wilmington,  DE 19808
("Cox@Home")  and AT&T Corp., a New York corporation with its offices located at
295 North Maple Avenue, Basking Ridge, New Jersey 07920 ("AT&T").

                                 R E C I T A L :

     WHEREAS,  on  March  28,  2000  AT&T,  Cox,  Comcast  Corporation,  At Home
Corporation,  and certain of their respective subsidiaries entered into a letter
agreement (the "Letter  Agreement"),  including term sheets attached  thereto as
Annexes A, B and C (collectively, the "Term Sheets");

     WHEREAS,  Cox@Home,  Cox and AT&T desire to enter into this Share  Issuance
Agreement pursuant to which, upon the terms and subject to the conditions herein
set forth,  AT&T will issue to Cox@Home  75,000,000 shares of AT&T common stock,
par value $1.00 per share ("AT&T  Shares"),  and the Cox Put (as defined  below)
shall thereupon be deemed fully satisfied;

     NOW THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

     Section 1.01 Definitions. (a) The following terms, as used herein, have the
following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person.

     "AT&T Shares" has the meaning set forth in the Recital.

     "Closing Date" means the date of the Closing.

     "Cox Put" means the rights and  obligations  set forth in Section 1 of Term
Sheet  Annex A to the Letter  Agreement,  other  than those that are  between or
among AT&T, Comcast Corporation and their respective affiliates.

     "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended.

     "Letter Agreement" has the meaning set forth in the Recital.

     "Lien" means,  with respect to any property or asset,  any mortgage,  lien,
pledge,  charge,  security  interest,  encumbrance or other adverse claim of any
kind in respect of such property or asset. For the purposes of this Agreement, a
Person  shall be deemed to own subject to a Lien any  property or asset which it
<PAGE>

has  acquired or holds  subject to the  interest of a vendor or lessor under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such property or asset.

     "1933 Act" means the Securities Act of 1933, as amended,  and the rules and
regulations promulgated thereunder.

     "1934 Act" means the Securities  Exchange Act of 1934, as amended,  and the
rules and regulations promulgated thereunder.

     "Person" means an individual,  corporation,  partnership, limited liability
company,  association,  trust or  other  entity  or  organization,  including  a
government or political subdivision or an agency or instrumentality thereof.

     "Put Satisfaction  Acknowledgment" means the letter agreement between AT&T,
Cox, and Cox@Home, substantially in the form attached as Exhibit A hereto.

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
between  AT&T and  Cox@Home,  substantially  in the form  attached  as Exhibit B
hereto.

     "Term Sheets" has the meaning set forth in the Recital.

     (b) Each of the  following  terms  is  defined  in the  Section  set  forth
opposite such term:

Term                                              Section

Certificate                                         7.04
Closing                                             2.02
Closing Price                                       7.05
Damages                                             9.02
Indemnified Party                                   9.03
Indemnifying Party                                  9.03
Warranty Breach                                     9.02

                                   ARTICLE 2
                              ISSUANCE AND DELIVERY

     Section  2.01  Issuance  and  Delivery.  Upon the terms and  subject to the
conditions of this Agreement,  AT&T agrees to issue and deliver to Cox@Home, and
Cox@Home agrees to accept from AT&T, the AT&T Shares at the Closing. Immediately
upon delivery by AT&T to Cox@Home of the AT&T Shares,  AT&T and its subsidiaries
shall be deemed to have  satisfied the Cox Put in full. The AT&T Shares shall be
delivered as provided in Section 2.02.  Except for the  satisfaction  in full of
the Cox Put, the Letter Agreement shall be unaffected by this Agreement.

                                       2
<PAGE>

     Section 2.02  Closing.  The closing (the  "Closing") of the issuance of the
AT&T Shares hereunder shall take place at the offices of Wachtell, Lipton, Rosen
& Katz,  51 West 52nd Street,  New York, as promptly as  practicable,  but in no
event later than 5 business days, after satisfaction of the conditions set forth
in Article 8, or at such other time or place as the  parties  may agree.  At the
Closing AT&T shall  deliver to Cox@Home not more than six  certificates  for the
AT&T Shares  registered  in the name of Cox@Home  and in such  denominations  as
Cox@Home  shall request in writing not later than three full business days prior
to the Closing  Date with any  transfer  taxes  payable in  connection  with the
transfer of the AT&T Shares to Cox@Home duly paid by AT&T.

                                   ARTICLE 3
               REPRESENTATIONS AND WARRANTIES OF COX AND COX@HOME

     Cox (with  respect to itself and to Cox@Home)  and  Cox@Home  (solely as to
itself)  represent  and  warrant  to AT&T as of the  date  hereof  and as of the
Closing Date that:

     Section 3.01 Corporate  Existence and Power.  Each of Cox and Cox@Home is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of its jurisdiction of  incorporation  and has all corporate powers and all
material governmental licenses, authorizations,  permits, consents and approvals
required to carry on its business as now  conducted.  Cox@Home is a wholly owned
subsidiary of Cox.

     Section  3.02  Corporate   Authorization.   The  execution,   delivery  and
performance by each of Cox and Cox@Home of this  Agreement and the  consummation
of  the  transactions  contemplated  hereby  are  within  Cox@Home's  and  Cox's
respective  corporate  powers  and have been duly  authorized  by all  necessary
corporate action on the part of both Cox and Cox@Home. Assuming due execution by
AT&T,  this  Agreement  constitutes  a valid and  binding  agreement  of Cox and
Cox@Home.

     Section  3.03  Governmental  Authorization.  The  execution,  delivery  and
performance  by Cox and Cox@Home of this Agreement and the  consummation  of the
transactions  contemplated  hereby  require  no action by or in  respect  of, or
filing  with,  any  governmental  body,  agency  or  official,  other  than  (i)
compliance  with  any  applicable  requirements  of the HSR  Act,  if any;  (ii)
compliance  with  any  applicable  requirements  of  the  1933  Act;  and  (iii)
compliance with any applicable requirements of the 1934 Act.

     Section 3.04  Noncontravention.  The  execution and delivery by each of Cox
and  Cox@Home  of,  and the  performance  by each  of Cox  and  Cox@Home  of its
respective  obligations under, this Agreement will not, assuming compliance with
the matters referred to in Section 3.03,  contravene any provision of applicable
law or the  certificate of  incorporation  or by-laws of Cox@Home or Cox, as the
case may be, or any agreement or other instrument binding upon Cox@Home,  Cox or
any of their  respective  subsidiaries,  that is material to  Cox@Home,  Cox and
their  respective  subsidiaries,  taken as a whole,  or any  judgment,  order or
decree of any  governmental  body,  agency  or court  having  jurisdiction  over
Cox@Home, Cox or any of their respective subsidiaries, and no consent, approval,
authorization  or order of, or  qualification  with,  any  governmental  body or
agency is required for the  performance  by Cox@Home or Cox of their  respective
obligations under this Agreement.

                                       3
<PAGE>

     Section 3.05 Private  Placement.  (a) Cox@Home is acquiring the AT&T Shares
solely for the  purpose of  investment  for  Cox@Home's  own  account,  not as a
nominee  or agent,  and not with a view to,  or for offer or sale in  connection
with, any distribution thereof in any transaction which would be in violation of
the  securities  laws of the  United  States of  America  or any state  thereof.
Neither Cox@Home nor Cox has any contract, undertaking, agreement or arrangement
with any person to sell,  transfer or grant  participation  to any third  person
with  respect  to any of the AT&T  Shares.  Cox@Home  understands  that the AT&T
Shares  have not been  registered  under the 1933 Act by  reason  of a  specific
exemption from the  registration  provisions of the 1933 Act which depends upon,
among other things,  the bona fide nature of the investment  intent as expressed
herein.

     (b) Cox@Home has  sufficient  knowledge  and  experience  in financial  and
business  matters so as to be capable of evaluating  the merits and risks of its
investment  in the AT&T Shares and  Cox@Home is capable of bearing the  economic
risks of such  investment,  including a complete  loss of its  investment in the
AT&T Shares.

     (c) Cox@Home understands that the AT&T Shares may not be sold,  transferred
or  otherwise  disposed  of  without  registration  under the 1933  Act,  or the
availability of an exemption therefrom,  and that in the absence of an effective
registration  statement  covering  such  stock or an  available  exemption  from
registration,  such AT&T Shares must be held  indefinitely.  Cox@Home  shall not
sell,  transfer or otherwise dispose of any AT&T Shares except in a manner fully
consistent with its representations contained in this Section 3.05 and otherwise
in full  compliance  with the terms and  conditions  of this  Agreement  and the
provisions of applicable  law. Cox and Cox@Home  each  understands  that AT&T is
under no obligation to register the AT&T Shares  exchanged  hereunder  except as
provided in the Registration Rights Agreement.

     Section 3.06 HSR Matters.  Cox@Home and its Affiliates  that, as defined in
16 C.F.R.  ss.  801.1(b),  "control,"  "are  controlled by" or "are under common
control with" Cox@Home hold in the aggregate  less than 0.5% of the  outstanding
voting  securities of AT&T. The AT&T Shares are being acquired by Cox@Home,  and
will  be  held by  Cox@Home  and its  Affiliates,  "solely  for the  purpose  of
investment," as such term is defined in 16 C.F.R. ss. 801.1(i)(1).

                                   ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF AT&T

     AT&T  represents and warrants to Cox and Cox@Home as of the date hereof and
as of the Closing Date that:

     Section  4.01   Corporate   Existence   and  Power.   AT&T  has  been  duly
incorporated,  is validly  existing as a corporation  in good standing under the
laws of the  jurisdiction  of its  incorporation,  has the  corporate  power and
authority to own its property and to conduct its business as currently conducted
and (1) is duly qualified to transact business,  (2) is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of
property  requires  such  qualification,  and (3) has all material  governmental
licenses,  authorizations,  permits,  consents and approvals required to own its
property and to conduct its business as currently conducted, except in the cases
of (1),  (2) and (3) to the extent that the failure to be so  qualified or be in
good standing or to have such licenses,  authorizations,  permits,  consents and
approvals would not have a material adverse effect on AT&T and its subsidiaries,
taken as a whole.

                                       4
<PAGE>

     Section  4.02  Corporate   Authorization.   The  execution,   delivery  and
performance by AT&T of this Agreement and the  consummation of the  transactions
contemplated  hereby  are  within  AT&T's  corporate  powers  and have been duly
authorized by all necessary  corporate action on the part of AT&T.  Assuming the
due  execution  by Cox and  Cox@Home,  this  Agreement  constitutes  a valid and
binding agreement of AT&T.

     Section  4.03  Governmental  Authorization.  The  execution,  delivery  and
performance by AT&T of this Agreement and the  consummation of the  transactions
contemplated  hereby  require no action by or in respect of, or filing with, any
governmental  body,  agency or  official,  other  than (i)  compliance  with any
applicable requirements of the 1933 Act; and (ii) compliance with any applicable
requirements of the 1934 Act.

     Section 4.04 Capital Stock.  The authorized  capital stock of AT&T conforms
in  all  material   respects  to  the  description   thereof  contained  in  the
Registration  Statement  on Form  S-4 of AT&T  filed  with  the  Securities  and
Exchange  Commission  on April 19, 2001 under the heading  "Description  of AT&T
Capital Stock", as amended or supplemented to the date hereof.

     Section 4.05 Share Authorization;  Ownership. (a) The AT&T Shares have been
duly  authorized  and, when issued and delivered in accordance with the terms of
this Agreement,  will be validly issued, fully paid and non-assessable,  and the
issuance of such AT&T Shares  will not be subject to any  preemptive  or similar
rights.

     (b) AT&T will  deliver to Cox@Home  at the Closing  valid title to the AT&T
Shares  free  and  clear of any Lien and any  other  limitation  or  restriction
(including any  restriction on the right to vote,  sell or otherwise  dispose of
the AT&T Shares, other than restrictions arising under applicable law).

     Section 4.06  Noncontravention.  The execution and delivery by AT&T of, and
the  performance  by AT&T of its  obligations  under,  this  Agreement will not,
assuming compliance with the matters referred to in Section 4.03, contravene any
provision of applicable law or the  certificate of  incorporation  or by-laws of
AT&T,  or any  agreement  or other  instrument  binding  upon AT&T or any of its
subsidiaries that is material to AT&T and its subsidiaries, taken as a whole, or
any judgment,  order or decree of any governmental  body, agency or court having
jurisdiction  over AT&T or any of its  subsidiaries,  and no consent,  approval,
authorization  or order of, or  qualification  with,  any  governmental  body or
agency is required for the  performance  by AT&T of its  obligations  under this
Agreement.

     Section 4.07 HSR Matters.  The AT&T Shares will, upon delivery  pursuant to
this Agreement, comprise less than 5% of AT&T's outstanding voting securities.

                                       5
<PAGE>

                                   ARTICLE 5
                          COVENANTS OF COX AND COX@HOME

         Cox and Cox@Home agree that:

     Section 5.01 Notices of Certain  Events.  Cox and Cox@Home  shall  promptly
notify AT&T of:

(a)  any notice or other communication from any Person alleging that the consent
     of such Person is or may be required in  connection  with the  transactions
     contemplated by this Agreement;

(b)  any  notice or other  communication  from any  governmental  or  regulatory
     agency or authority in connection  with the  transactions  contemplated  by
     this Agreement; and

(c)  any actions, suits, claims,  investigations or proceedings commenced or, to
     its  knowledge  threatened  against,  relating to or involving or otherwise
     affecting  Cox@Home  or Cox that cause or could  reasonably  be expected to
     cause the  condition  set forth in Section  8.01(a)  or  8.01(d)  not to be
     fulfilled.

                                   ARTICLE 6
                                COVENANTS OF AT&T

         AT&T agrees that:

     Section 6.01 Notices of Certain Events. AT&T shall promptly notify Cox@Home
of:

(a)  any notice or other communication from any Person alleging that the consent
     of such Person is or may be required in  connection  with the  transactions
     contemplated by this Agreement;

(b)  any  notice or other  communication  from any  governmental  or  regulatory
     agency or authority in connection  with the  transactions  contemplated  by
     this Agreement; and

(c)  any actions, suits, claims,  investigations or proceedings commenced or, to
     its  knowledge  threatened  against,  relating to or involving or otherwise
     affecting  AT&T that cause or could  reasonably  be  expected  to cause the
     condition set forth in Section 8.01(a) or 8.01(d) not to be fulfilled.

                                   ARTICLE 7
                                MUTUAL COVENANTS

         The parties hereto agree that:

     Section 7.01 Reasonable Efforts;  Further Assurances.  Subject to the terms
and conditions of this Agreement, AT&T, Cox and Cox@Home will use all reasonable
efforts to take,  or cause to be taken,  all  actions  and to do, or cause to be
done, all things necessary or desirable under applicable laws and regulations or
otherwise  to  consummate  the  transactions  contemplated  by  this  Agreement.
Cox@Home,  Cox and AT&T  agree to execute  and  deliver  such  other  documents,
certificates,  agreements  and other  writings and to take such other actions as
may be necessary or desirable in order to consummate or implement  expeditiously
the transactions contemplated by this Agreement.

                                       6
<PAGE>

     Section 7.02 Certain  Filings.  (a) Cox@Home,  Cox and AT&T shall cooperate
with one another (i) in  determining  whether any action by or in respect of, or
filing with, any governmental body,  agency,  official or authority is required,
or any actions, consents,  approvals or waivers are required to be obtained from
parties to any material  contracts,  in connection with the  consummation of the
transactions  contemplated  by this Agreement and (ii) in taking such actions or
making any such filings, furnishing information required in connection therewith
and seeking timely to obtain any such actions, consents, approvals or waivers.

     Section 7.03 Public  Announcements.  The parties agree to consult with each
other  before  issuing  any press  release or making any public  statement  with
respect to this Agreement or the  transactions  contemplated  hereby and, except
for any press releases and public statements the making of which may be required
by  applicable  law  or any  listing  agreement  with  any  national  securities
exchange,  will  not  issue  any such  press  release  or make  any such  public
statement prior to such consultation.

     Section 7.04  Restrictive  Legend on  Certificates.  Cox and Cox@Home  each
agrees  to the  imprinting,  so long as  required  by law,  of a  legend  on all
certificates  representing  AT&T  Shares  received  at the  consummation  of the
transactions   contemplated  by  this  Agreement  (each  such   certificate,   a
"Certificate") to the following effect:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
         SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR
         OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
         PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
         OF SUCH ACT AND SUCH LAWS.

The legend set forth above may be removed if and when the AT&T Shares
represented by a Certificate are disposed of pursuant to an effective
registration statement under the Securities Act or upon the selling party's
receipt of an opinion of counsel, in form and substance and from counsel
reasonably satisfactory to AT&T and its counsel, confirming that any sale or
transfer of the shares represented by the Certificate will not require
registration of such shares under the Securities Act or under any blue sky or
similar laws. In such event, the holder of any Certificate may exchange it for a
new certificate, without legend, representing the same number of shares as were
represented by the Certificate so exchanged, and AT&T shall promptly issue and
deliver such new certificate upon receipt of the Certificate, which shall
thereupon be cancelled.

     Section 7.05 Tax Matters.  Each of AT&T,  Cox and Cox@Home  agrees,  unless
otherwise  required  pursuant  to a  determination  under  Section  1313  of the
Internal  Revenue  Code of 1986,  as  amended,  to treat as  income  and  amount
realized (in the case of Cox and  Cox@Home) and deduction (in the case of AT&T),
in each case,  for U.S.  federal  income tax  purposes an amount equal to $21.98
multiplied by the number of AT&T Shares  issued to Cox@Home at the Closing,  and
to not take any position inconsistent therewith.

                                       7
<PAGE>

                                   ARTICLE 8
                              CONDITIONS TO CLOSING

     Section 8.01  Conditions to Obligations of the Parties.  The obligations of
AT&T, Cox and Cox@Home to consummate the Closing are subject to the satisfaction
of the following conditions:

     (a) No  provision  of any  applicable  law or  regulation  and no judgment,
injunction, order or decree shall prohibit the consummation of the Closing.

     (b) All actions by or in respect of or filings with any governmental  body,
agency, official or authority required to permit the consummation of the Closing
shall have been taken, made or obtained.

     (c) The Put  Satisfaction  Acknowledgment  shall have been  entered into by
AT&T, Cox and Cox@Home.

     (d) There is no  action,  suit,  investigation  or  proceeding  before  any
governmental  entity  (including  any  court)  of  competent  jurisdiction  that
challenges or seeks to prevent, enjoin or alter the transactions contemplated by
this Agreement, including the entering into of the Put Satisfaction Agreement.

     Section 8.02  Conditions to Obligation of AT&T.  The  obligation of AT&T to
consummate the Closing is subject to the  satisfaction of the following  further
conditions:

     (a) (i) Each of Cox and  Cox@Home  shall  have  performed  in all  material
respects all of its obligations  hereunder  required to be performed by it on or
prior to the Closing Date,  (ii) the  representations  and warranties of Cox and
Cox@Home  contained in this  Agreement and in any  certificate  or other writing
delivered  by  Cox@Home  or Cox  pursuant  hereto  (A)  that  are  qualified  by
materiality  or material  adverse  effect shall be true at and as of the Closing
Date as if made at and as of such  date,  and  (B)  that  are not  qualified  by
materiality or material adverse effect shall be true in all material respects at
and as of the  Closing  Date as if made at and as of such  date,  and (iii) AT&T
shall have received a certificate  signed by a duly authorized officer of Cox to
the foregoing effect.

     Section 8.03  Conditions to Obligation of Cox and Cox@Home.  The obligation
of Cox and Cox@Home to consummate the Closing is subject to the  satisfaction of
the following further conditions:

     (a) (i) AT&T shall  have  performed  in all  material  respects  all of its
obligations  hereunder required to be performed by it at or prior to the Closing
Date,  (ii)  the  representations  and  warranties  of  AT&T  contained  in this
Agreement and in any  certificate  or other  writing  delivered by AT&T pursuant
hereto (A) that are qualified by materiality or material adverse effect shall be
true at and as of the  Closing  Date as if made at and as of such date,  and (B)

                                       8
<PAGE>

that are not qualified by materiality  or material  adverse effect shall be true
in all  material  respects at and as of the Closing Date as if made at and as of
such date and (iii) Cox@Home shall have received a certificate  signed by a duly
authorized officer of AT&T to the foregoing effect.

     (b) The Registration Rights Agreement shall have been, or concurrently with
the Closing shall be, entered into by AT&T.

     (c) AT&T shall have delivered such documentation as will permit Cox@Home to
participate  in AT&T's  existing  offer to exchange  outstanding  shares of AT&T
common stock for shares of AT&T Wireless Group tracking  stock,  as provided for
in Amendment  No. 4 to the  registration  statement on Form S-4 filed by AT&T on
April 19, 2001.

                                   ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

     Section 9.01  Survival.  The  covenants,  agreements,  representations  and
warranties  of  the  parties  hereto  contained  in  this  Agreement  or in  any
certificate or other writing delivered pursuant hereto or in connection herewith
shall  survive  the Closing  until the first  anniversary  of the Closing  Date;
provided that the representations and warranties  contained in Sections 3.05 and
4.05 shall survive  indefinitely.  Notwithstanding the preceding  sentence,  any
covenant,  agreement,  representation  or warranty in respect of which indemnity
may be sought under this  Agreement  shall survive until the  termination of any
claim for  indemnity in respect  thereof if notice of the  inaccuracy  or breach
thereof  giving  rise to such  right of  indemnity  shall have been given to the
party  against whom such  indemnity may be sought prior to the time set forth in
the preceding sentence.

     Section  9.02  Indemnification.  (a) Cox  hereby  indemnifies  AT&T and its
Affiliates  against  and agrees to hold each of them  harmless  from any and all
damage, loss, liability and expense (including,  without limitation,  reasonable
expenses  of  investigation  and  reasonable  attorneys'  fees and  expenses  in
connection with any action, suit or proceeding) ("Damages") incurred or suffered
by AT&T or any Affiliate of AT&T arising out of any  misrepresentation or breach
of  warranty  (each such  misrepresentation  and breach of  warranty a "Warranty
Breach") or breach of covenant or agreement  made or to be performed by Cox@Home
or Cox pursuant to this Agreement.

     (b) AT&T hereby  indemnifies  Cox and its Affiliates  against and agrees to
hold each of them harmless from any and all Damages  incurred or suffered by Cox
or any of its  Affiliates  arising  out of any  Warranty  Breach  or  breach  of
covenant  or  agreement  made  or to be  performed  by  AT&T  pursuant  to  this
Agreement.

     Section 9.03 Procedures.  The party seeking  indemnification  under Section
9.02 (the "Indemnified Party") agrees to give prompt notice to the party against
whom  indemnity  is sought (the  "Indemnifying  Party") of the  assertion of any
claim, or the commencement of any suit, action or proceeding in respect of which
indemnity  may be sought under such  Section and will  provide the  Indemnifying
Party such  information  with respect  thereto that the  Indemnifying  Party may
reasonably request. The Indemnifying Party may at the request of the Indemnified

                                       9
<PAGE>

Party  participate  in and control  the defense  (or, in the case of any alleged
Warranty  Breach  relating to Section 3.05 or 4.05,  shall be entitled to assume
and  control  the  defense) of any such suit,  action or  proceeding  at its own
expense.  The Indemnifying  Party shall not be liable under Section 9.02 for any
settlement  effected without its consent of any claim,  litigation or proceeding
in respect of which indemnity may be sought hereunder.

                                   ARTICLE 10
                                   TERMINATION

     Section 10.01 Grounds for Termination.  This Agreement may be terminated at
any time prior to the Closing:

     (a) by mutual written agreement of Cox and AT&T ;

     (b) by either Cox or AT&T if the Closing shall not have been consummated on
or before June 30, 2001;

     (c) by  either  Cox or AT&T if there  shall be any law or  regulation  that
makes consummation of the transactions  contemplated hereby illegal or otherwise
prohibited or if  consummation  of the  transactions  contemplated  hereby would
violate  any  nonappealable  final  order,  decree or  judgment  of any court or
governmental body having competent jurisdiction;

     (d) by either Cox or AT&T if there has been a material misrepresentation or
breach of covenant  or other  obligation  hereunder  on the part of AT&T (in the
case of  termination  by Cox) or Cox@Home or Cox (in the case of  termination by
AT&T) which  misrepresentation  or breach has the effect of making any condition
to  obligations  hereunder of the party seeking  termination  incapable of being
fulfilled and is either incurable or, if curable, is not cured within 30 days of
the date  notice of such  misrepresentation  or breach is  received by the other
party; or

     (e) automatically upon termination of the Letter Agreement (in whole, or as
to Cox) in accordance with its terms.

The party desiring to terminate this Agreement pursuant to clauses 10.01(b),
10.01(c) or 10.01(d) shall give notice of such termination to the other party.

     Section  10.02 Effect of  Termination.  If this  Agreement is terminated as
permitted  by Section  10.01,  such  termination  shall be without  liability of
either party (or any stockholder, director, officer, employee, agent, consultant
or representative of such party) to the other party to this Agreement;  provided
that  nothing  herein  shall  relieve  any party for  willful  breach or willful
failure to perform.  If this  Agreement  is  terminated  as permitted by Section
10.01, other than Section 10.01(e),  such termination (1) shall affect only this
Agreement and (2) shall not affect any other  arrangements,  or agreements among
the parties,  including  without  limitation the parties' rights and obligations
under  the  Letter  Agreement,  and,  if such  termination  occurs  prior to the
Closing,  the Cox Put shall remain effective in accordance with the terms of the
Letter Agreement. The provisions of Sections 11.03, 11.05, 11.06 and 11.07 shall
survive any termination hereof pursuant to Section 10.01.

                                       10
<PAGE>

     Section 10.03  Post-Closing  Termination.  Any provisions of this Agreement
that,  pursuant to Section  9.01 hereof,  survive the Closing may be  terminated
only after the Closing by mutual written agreement of Cox and AT&T.


                                   ARTICLE 11
                                  MISCELLANEOUS

     Section 11.01 Notices.  All notices,  requests and other  communications to
any party hereunder shall be in writing (including  facsimile  transmission) and
shall be given,

         if to Cox@Home or Cox, to:

                  Cox@Home, Inc.
                  1105 North Market Street
                  Suite 1300
                  Wilmington, DE  19899
                  Attention:  President
                  Fax:  (302) 651-8425

                  with a copy to:

                  Dow, Lohnes & Albertson, PLLC
                  1200 New Hampshire Avenue, N.W.
                  Washington, DC  20036
                  Attention:  Stuart A. Sheldon, Esq.
                  Fax:  (202) 776-2222

         if to AT&T, to:

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

                  with a copy to:

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

All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.

                                       11
<PAGE>

     Section 11.02  Amendments and Waivers.  (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment,  by each party to this Agreement, or
in the  case  of a  waiver,  by the  party  against  whom  the  waiver  is to be
effective.

     (b) No failure  or delay by any party in  exercising  any  right,  power or
privilege  hereunder  shall operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

     Section 11.03 Expenses.  All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.

     Section 11.04  Successors  and Assigns.  The  provisions of this  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns.  No party may assign,  delegate or otherwise
transfer  any of its rights or  obligations  under this  Agreement  without  the
consent of each other party hereto; provided, however, that Cox@Home may assign,
delegate  or  otherwise  transfer  all,  but not less  than all,  of its  rights
hereunder to any wholly-owned subsidiary of Cox without the consent of AT&T.

     Section  11.05  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.

     Section 11.06 Jurisdiction.  Except as otherwise expressly provided in this
Agreement,  the parties hereto agree that any suit, action or proceeding seeking
to  enforce  any  provision  of,  or based on any  matter  arising  out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United  States  District  Court for the Southern  District of New
York or any New York State  court  sitting  in New York City,  so long as one of
such courts shall have subject  matter  jurisdiction  over such suit,  action or
proceeding,  and that any cause of action arising out of this Agreement shall be
deemed to have arisen from a  transaction  of business in the State of New York,
and each of the parties hereby irrevocably  consents to the jurisdiction of such
courts (and of the  appropriate  appellate  courts  therefrom) in any such suit,
action or proceeding and irrevocably  waives, to the fullest extent permitted by
law, any objection  that it may now or hereafter have to the laying of the venue
of any such suit,  action or proceeding in any such court or that any such suit,
action or  proceeding  which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world,  whether within or without the  jurisdiction
of any such  court.  Without  limiting  the  foregoing,  each party  agrees that
service of process on such party as  provided  in Section  11.01 shall be deemed
effective service of process on such party.

     Section  11.07  WAIVER OF JURY  TRIAL.  EACH OF THE PARTIES  HERETO  HEREBY
IRREVOCABLY  WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
ARISING OUT OF OR RELATED TO THIS  AGREEMENT  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

                                       12
<PAGE>

     Section 11.08 Counterparts;  Third Party Beneficiaries.  This Agreement may
be signed in any number of  counterparts,  each of which  shall be an  original,
with the same effect as if the signatures  thereto and hereto were upon the same
instrument.  This Agreement shall become  effective when each party hereto shall
have  received  a  counterpart  hereof  signed by the  other  party  hereto.  No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.

     Section 11.09 Captions. The captions herein are included for convenience of
reference  only and  shall be  ignored  in the  construction  or  interpretation
hereof.

                                       13

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                      AT&T CORP.


                      By:  /s/Raymond E. Liquori
                           ------------------------------------------------
                           Name: Raymond E. Liquori
                           Title: Mergers and Acquisitions Vice President and
                                  Assistant Treasurer


                      COX COMMUNICATIONS, INC.


                      By:  /s/Mark Major
                           ------------------------------------------------
                           Name: Mark Major
                           Title: Treasurer


                      COX@HOME, INC.


                      By:  /s/Mark Major
                           ------------------------------------------------
                           Name: Mark Major
                           Title: Treasurer












                  [Signature page to Share Issuance Agreement]



</TEXT>
</DOCUMENT>
