AT&T CORP
S-8, EX-24, 2001-01-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                      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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>


                                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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>


                                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

<PAGE>



                                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



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