December 6, 1999




Chairman William E. Kennard
Federal Communications Commission
445 Twelfth Street, SW, Room 8-B201
Washington, DC  20554

Dear Chairman Kennard:

At your suggestion, the undersigned met to discuss an acceptable means of providing consumers with a 
choice of Internet Service Providers ("ISPs") when connecting to the Internet at high speed over cable.  
After a series of extensive discussions, this effort has produced the principles set forth below.  While there 
remains disagreement concerning current exclusive contractual arrangements between AT&T and other 
companies, AT&T has agreed to adhere to the following principles once these exclusive contractual 
arrangements no longer apply.

AT&T will work toward, and implement, high-speed Internet access over cable that will provide 
consumers with:

? a choice of ISPs; 
? the ability to exercise their choice of ISPs without having to subscribe to any other ISP;
? a choice of Internet connections at different speeds, and at prices reasonable and appropriate to 
those speeds;
? direct access to all content available on the World Wide Web without any AT&T-imposed 
charge to the consumer for such content;
? the continued ability to change or customize their "start page" and other aspects of their 
Internet experience; 
? the functionality of their ISP comparable to that which such ISP has on competing high-speed 
systems, subject to any technical constraints particular to, or imposed upon, all ISPs using 
AT&T's cable system to deliver high-speed Internet access.

To that end, AT&T is prepared to negotiate private commercial arrangements with multiple ISPs, to 
take effect upon the expiration of existing exclusive contractual arrangements, that would provide the 
ISP:

? Internet transport services for high-speed Internet access at prices reasonably comparable to 
those offered by AT&T to any other ISP for similar services, subject to other terms negotiated 
between the parties on a commercial basis;
? the opportunity to market directly to consumers high-speed Internet access over cable using 
AT&T's Internet transport services;
? the opportunity through means to be mutually agreed upon, to market their high-speed Internet 
access which uses AT&T's Internet transport services to AT&T's cable customers who have 
not already designated an ISP;
? the opportunity to bill cable subscribers directly for services provided by the ISP that are 
additional to the services provided by AT&T;
? the opportunity to differentiate service offerings by various means, such as enhanced customer 
care and advanced applications; and
? the opportunity to maintain brand recognition in all such offerings.

Any such opportunities will be subject to terms and conditions to be agreed upon by the parties which 
will address, as appropriate, but not be limited to issues such as pricing, billing, customer relationship, 
design of start page, degree of customization, speed, system usage, caching services, co-branding, 
ancillary services, advertising and e-commerce revenues, and infrastructure costs.

Please do not hesitate to call any of us if you have any questions.

							Sincerely,





___________________________________	   	        ____________________________________
David N. Baker					        James W. Cicconi
Vice President, Legal & Regulatory Affairs		        General Counsel & Executive Vice President
Mindspring Enterprises, Inc				        AT&T Corp.
					




____________________________________
Kenneth S. Fellman, Esq. 		
Chairman, FCC Local & State Government
Advisory Committee
			







cc:	Commissioner Ness
Commissioner Furchtgott-Roth
 	Commissioner Powell
	Commissioner Tristani