<PAGE> 1
EXHIBIT 24.01
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is both a director and an officer of the Company,
as indicated below his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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 such registration statement with respect to the
above-described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto, 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 23rd day of October, 2000.
/s/ C. MICHAEL ARMSTRONG
--------------------------------------
C. Michael Armstrong
Chairman and Chief Executive Officer
<PAGE> 2
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Marilyn J. Wasser
as attorney for him and in his name, place and stead, and in his capacity as an
officer of the Company, to execute and file such registration statement with
respect to the above-described common shares, and thereafter to execute and file
any amended registration statement or statements with respect thereto, hereby
giving and granting to said attorney, 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 attorney 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 23rd day of October, 2000.
/s/ CHARLES NOSKI
------------------------
Charles Noski
Senior Executive Vice President
and Chief Financial Officer
<PAGE> 3
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ NICHOLAS S. CYPRUS
-----------------------------------
Nicholas S. Cyprus
Controller and Chief Accounting Officer
<PAGE> 4
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
her signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 she 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 23rd day of October, 2000.
/s/ M. KATHRYN EICKHOFF
------------------------------
M. Kathryn Eickhoff
Director
<PAGE> 5
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ WALTER Y. ELISHA
------------------------------------
Walter Y. Elisha
Director
<PAGE> 6
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ GEORGE M.C. FISHER
------------------------------------
George M.C. Fisher
Director
<PAGE> 7
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ AMOS B. HOSTETTER, JR.
--------------------------
Amos B. Hostetter, Jr.
Director
<PAGE> 8
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ RALPH S. LARSEN
------------------------------------
Ralph S. Larsen
Director
<PAGE> 9
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ JOHN C. MALONE
------------------------------------
John C. Malone
Director
<PAGE> 10
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ DONALD F. MCHENRY
------------------------------
Donald F. McHenry
Director
<PAGE> 11
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ LOUIS S. SIMPSON
------------------------------------
Louis S. Simpson
Director
<PAGE> 12
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ MICHAEL I. SOVERN
------------------------------------
Michael I. Sovern
Director
<PAGE> 13
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ SANFORD I. WEILL
------------------------------------
Sanford I. Weill
Director
<PAGE> 14
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ JOHN D. ZEGLIS
------------------------------------
John D. Zeglis
Director
<PAGE> 15
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 on Form S-4 with respect to shares of Class A Liberty Media Group
common stock to be issued in connection with the merger of a wholly owned
subsidiary of the Company with and into Video Services Corporation; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature; and
WHEREAS, the undersigned hereby constitutes and appoints Charles Noski and
Marilyn J. Wasser, 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
such registration statement with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto, 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 23rd day of October, 2000.
/s/ KENNETH T. DERR
-----------------------------------
KENNETH T. DEER
DIRECTOR
