-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OB9RTXgEx1wX5576e2YYLeMJhmT/2XR6nZLK0mngXpvEuidrYnl5sbn5ILO6dhxv rYcsy8fhk2XIaxtDnJbXRA== 0000005907-01-000001.txt : 20010122 0000005907-01-000001.hdr.sgml : 20010122 ACCESSION NUMBER: 0000005907-01-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010103 EFFECTIVENESS DATE: 20010103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53134 FILM NUMBER: 1501113 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- AT&T CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New York 13-4924710 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 32 Avenue of the Americas New York, New York 10013-2412 (Address of Principal Executive Offices) (Zip Code) AT&T BROADBAND DEFERRED COMPENSATION PLAN (Full titles of the plans) -------------------------- MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (Name and Address of Agent for Service) (908) 221-2000 (Telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE =============================================================================== + + Proposed + Proposed + + + maximum + maximum + Title of + Amount + offering + aggregate + Amount of securities to + to be + price per + offering +registration be registered + registered + obligation + price(2) + fee + + + + =============================================================================== + + + + Deferred + $60,000,000 + 100% + $60,000,000 + $15,000 Compensation + + + + Obligations(1)+ + + + ================================================================================ (1) The Deferred Compensation Obligations are unsecured obligations of AT&T Broadband, LLC and MediaOne Group, Inc., wholly-owned subsidiaries of AT&T Corp. ("AT&T") to pay deferred compensation in the future in accordance with the terms of the AT&T Broadband Deferred Compensation Plan for a select group of Eligible Employees of AT&T Broadband, LLC and MediaOne Group, Inc. (2) Estimated solely for the purpose of calculating the registration fee. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "33 Act"). Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the 33 Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by AT&T with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1999; (2) AT&T's Quarterly Reports on Form 10-Q for the periods ending March 31, 2000, June 30, 2000 and September 30, 2000; (3) AT&T's Current Reports on Form 8-K or 8-K/A filed on January 6, January 14, March 13, March 17, March 27, March 27, April 4, April 24, May 5, June 15, October 25, November 16, December 1, December 18, December 21 and December 22, 2000. All documents, filed subsequent to the date hereof by AT&T with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby is in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 4. Description of Securities. Under the AT&T Broadband Deferred Compensation Plan (the "Plan"), AT&T will provide eligible employees (limited to a select group of management or highly compensated employees) of its wholly-owned subsidiaries, AT&T Broadband, LLC and MediaOne Group, Inc., the opportunity to defer a specified percentage of their eligible compensation. An additional amount of employer matching credits will also be allocated to participants' hypothetical accounts as provided in the Plan. The obligations of each participating company under the Plan (the "Obligations") will be unsecured general obligations of that participating company to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of such participating company from time to time outstanding. Because AT&T is a holding company, the right of AT&T, and hence the right of creditors of AT&T (including participants in the Plan), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except that claims of AT&T itself as a creditor of the subsidiary may be recognized. The amount of compensation to be deferred by each participating employee (each a "Participant") will be determined in accordance with the Plan based on the elections of each Participant. The Obligations will be payable under the Plan in cash in accordance with distribution elections made by each Participant. In accordance with elections made by each Participant, up to 50% of Obligations may be allocated to a bookkeeping "cash account" and the balance will be allocated to a bookkeeping "share account". The cash account Obligations will be adjusted to reflect a deemed annual rate of return based upon 10 year U.S. Treasury securities plus 1% and the share account will be adjusted to a reflect a deemed rate of return based upon the performance of AT&T Common Stock. AT&T reserves the right to terminate, suspend or amend the Plan at any time, except that no such termination, suspension or amendment shall retroactively impair or otherwise adversely affect the rights of any Participant or beneficiary under the Plan to which they have become previously entitled. Item 5. Interests of Named Experts and Counsel. As of July 29, 2000, Robert S. Feit, General Attorney and Assistant Secretary of registrant owned 5035 shares of AT&T securities and had options to purchase an additional 33,750 shares of AT&T securities. Mr. Feit will be eligible for additional awards of options to purchase AT&T securities under AT&T incentive compensation plans. Item 6. Indemnification of Directors and Officers. Pursuant to the statutes of the State of New York, a director or officer of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him/her in connection with the defense of a civil or criminal proceeding to which he/she has been made, or threatened to be made, a party by reason of the fact that he/she was such director or officer. In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement. In general, indemnification is available where the director or officer acted in good faith, for a purpose he/she reasonably believed to be in the best interests of the corporation. Specific court approval is required in some cases. The foregoing statement is subject to the detailed provisions of Sections 715, 717 and 721-725 of the New York Business Corporation Law ("BCL"). The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of shareholders, (ii) a resolution of directors or (iii) an agreement providing for such indemnification, to the fullest extent permitted by applicable law, to provide indemnification and to advance expenses to its directors and officers in respect of claims, actions, suits or proceedings based upon, arising from, relating to or by reason of the fact that any such director or officer serves or served in such capacity with AT&T or at the request of AT&T in any capacity with any other enterprise. AT&T has entered into contracts with its officers and directors, pursuant to the provisions of BCL Section 721, by which it will be obligated to indemnify such persons, to the fullest extent permitted by the BCL, against expenses, fees, judgments, fines and amounts paid in settlement in connection with any present or future threatened, pending or completed action, suit or proceeding based in any way upon or related to the fact that such person was an officer or director of AT&T or, at the request of AT&T, an officer, director or other partner, agent, employee or trustee of another enterprise. The contractual indemnification so provided will not extend to any situation where a judgment or other final adjudication adverse to such person establishes that his/her acts were committed in bad faith or were the result of active and deliberate dishonesty or that there inured to such person a financial profit or other advantage. The directors and officers of AT&T are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See Exhibit Index. Item 9. Undertakings. (1) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Basking Ridge, State of New Jersey, on the 3rd day of January, 2001. AT&T CORP. By: /s/ Edward M. Dwyer ---------------------- Name: Edward M. Dwyer Title: Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY PRINCIPAL EXECUTIVE OFFICER: C. Michael Armstrong* Chairman and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: Charles H. Noski* Senior Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: Nicholas S. Cyprus* Vice President and Controller DIRECTORS C. Michael Armstrong* Kenneth T. Derr* M. Kathryn Eickhoff* Walter Y. Elisha* George M. C. Fisher* Donald V. Fites* Amos B. Hostetter* Ralph S. Larsen* Donald F. McHenry* John C. Malone* Michael I. Sovern* Louis A. Simpson Sanford I. Weill* John D. Zeglis* * By: /s/ Edward M. Dwyer ------------------------ Edward M. Dwyer (Attorney-In-Fact) January 3, 2001 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 5 Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the registrant, as to the legality of the securities to be issued 23.1 Consents of PricewaterhouseCoopers LLP. 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP 23.4 Consent of Robert S. Feit is contained in the opinion of counsel filed as Exhibit 5 24.1 Powers of Attorney EX-5 2 0002.txt OPINION OF ROBERT S. FEIT Exhibit 5 [Letterhead of AT&T Corp.] January 3, 2001 AT&T Corp. 32 Avenue of the Americas New York, NY 10013 Dear Sirs: With reference to the registration statement on Form S-8 which AT&T Corp. (the "Company") proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering $60,000,000 of Deferred Compensation Obligations, which represent unsecured obligations of the participating companies to pay deferred compensation obligations in the future in accordance with the terms of the AT&T Broadband Deferred Compensation Plan for a select group of Eligible Employees (the "Plan"), I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. 2. When issued in accordance with the terms of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the participating companies, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above. Very truly yours, /s/ Robert S. Feit --------------------- Robert S. Feit EX-23 3 0003.txt EXH. 23.1 - CONSENTS OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 Consents of PricewaterhouseCoopers LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2000 relating to the consolidated financial statements, which appears in the 1999 Annual Report to Shareholders of AT&T Corp., which is incorporated by reference in AT&T Corp's. Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated March 9, 2000 relating to the consolidated financial statement schedule, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP New York, New York January 3, 2001 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Form S-8 of our report dated March 17, 2000 relating to the combined financial statements of AT&T Wireless Group, which appears in AT&T Corp.'s Current Report on Form 8-K filed on March 17, 2000. PricewaterhouseCoopers LLP New York, New York January 3, 2001 EX-23 4 0004.txt EXH. 23.2 - CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.2 Consent of Arthur Andersen LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 28, 2000 included in MediaOne Group, Inc.'s consolidated financial statements for the year ended December 31, 1999, filed in AT&T Corp.'s Form 8-K dated March 27, 2000. Arthur Andersen LLP Denver, Colorado January 3, 2001 EX-23 5 0005.txt EXH. 23.3 - CONSENT OF KPMG LLP Exhibit 23.3 Consent of KPMG LLP CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors AT&T Corp. We consent to the incorporation by reference in the registration statement on Form S-8 of AT&T Corp. of our report, dated February 29, 2000, relating to the combined balance sheets of Liberty Media Group ("New Liberty" or "Successor") as of December 31, 1999 and of Liberty Media Group ("Old Liberty" or "Predecessor") as of December 31, 1998, and the related combined statements of operations and comprehensive earnings, combined equity, and cash flows for the period from March 1, 1999 to December 31, 1999 (Successor period) and from January 1, 1999 to February 28, 1999 and for each of the years in the two-year period ended December 31, 1998 (Predecessor periods), which report appears as an exhibit in the annual report on Form 10-K of AT&T Corp. dated March 27, 2000. Our report dated February 29, 2000 refers to the fact that the financial statements should be read in conjunction with the consolidated financial statements of AT&T Corp. Our report dated February 29, 2000, contains an explanatory paragraph that states that effective March 9, 1999, AT&T Corp., the owner of the assets comprising New Liberty, acquired Tele-Communications, Inc., the owner of the assets comprising Old Liberty, in a business combination accounted for as a purchase. As a result of the acquisition, the combined financial information for the periods after the acquisition is presented on a different basis than that for the periods before the acquisition and, therefore, is not comparable. KPMG LLP Denver, Colorado January 2, 2001 EX-24 6 0006.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is both a director and an officer of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as both a director and an officer of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ C. Michael Armstrong ------------------------- C. Michael Armstrong Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is an officer of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as an officer of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ N. S. Cyprus -------------------- N. S. Cyprus Vice President and Controller POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is an officer of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as an officer of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ C. H. Noski ----------------- C. H. Noski Senior Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Kenneth T. Derr ------------------- Kenneth T. Derr Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below her signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for her and in her name, place and stead, and in her capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ M. Kathryn Eickhoff ---------------------- M. Kathryn Eickhoff Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Walter Y. Elisha ------------------------ Walter Y. Elisha Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ George M.C. Fisher ------------------------ George M. C. Fisher Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Donald V. Fites ------------------- Donald V. Fites Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Amos B. Hostetter, Jr. -------------------------- Amos B. Hostetter, Jr. Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Ralph S. Larsen ------------------- Ralph S. Larsen Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Donald F. McHenry --------------------- Donald F. McHenry Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ John C. Malone ------------------ John C. Malone Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Louis A. Simpson -------------------- Louis A. Simpson Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Michael I. Sovern --------------------- Michael I. Sovern Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ Sanford I. Weill -------------------- Sanford I. Weill Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a registration statement or registration statements with respect to up to $60,000,000 of deferred compensation obligations under the AT&T Broadband Deferred Compensation Plan; and WHEREAS, the undersigned is an officer and director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements with respect to the above-described deferred compensation obligations, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of November, 2000. /s/ John D. Zeglis ------------------ John D. Zeglis Chairman and Chief Executive Officer - AT&T Wireless Group and Director -----END PRIVACY-ENHANCED MESSAGE-----