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EXHIBIT 24.1
POWER OF ATTORNEY
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KNOWN ALL MEN BY THESE PRESENTS that each of the undersigned, a director
and/or officer of NIPPON TELEGRAPH AND TELEPHONE CORPORATION, a Japanese
corporation (the "Company"), hereby constitutes and appoints Mr. Satoru Miyamura
each of the undersigned's true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in connection with the registration under such
Act of Common Stock of the Company in the form of shares or American Depositary
Shares, to be offered on terms to be determined at the time such securities are
offered for sale, including specifically, but without limiting the generality of
the foregoing power and authority:
1. To sign the name of the Company and the name of the
undersigned, individually and in his capacity as director or officer of the
Company, to any new Registration Statement on Form F-3 relating to the shares of
the Company's Common Stock to be filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, and to any
and all instruments or documents filed as a part of or in connection with any
such Registration Statement and amendments; and
2. To sign such other documents and do such other things as
said agent and attorney-in-fact may deem necessary or appropriate in connection
with the foregoing.
Each of the undersigned hereby ratifies and confirms all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has subscribed these presents
this 24th day of October, 2000.
/s/ Jun-ichiro Miyazu /s/ Norio Wada
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Jun-ichiro Miyazu Norio Wada
President Senior Executive Vice President
(Principal Executive Officer) (Director)
(Director)
/s/ Yusuke Tachibana /s/ Haruki Matsuno
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Yusuke Tachibana Haruki Matsuno
Senior Executive Vice President Senior Executive Vice President
(Director) (Director)
- 1 -
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/s/ Kanji Koide /s/ Shigehiko Suzuki
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Kanji Koide Shigehiko Suzuki
Senior Vice President Senior Vice President
(Director) (Director)
/s/ Hiromi Wasai /s/ Toyohiko Takabe
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Hiromi Wasai Toyohiko Takabe
Senior Vice President Senior Vice President
(Director) (Director)
/s/ Satoru Miyamura /s/ Takashi Imai
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Satoru Miyamura Takashi Imai
Senior Vice President Senior Vice President
(Principal Financial and Accounting Officer) (Director)
(Director)
/s/ Yotaro Kobayash
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Yotaro Kobayash
Senior Vice President
(Director)
- 2 -
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, as Executive Vice
President of NTT AMERICA, INC., a Delaware corporation (the "Company"), hereby
constitutes and appoints Mr. Satoru Miyamura the undersigned's true and lawful
attorney and agent, with full power of substitution and resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of Common Stock of the Company
in the form of shares or American Depositary Shares, to be offered on terms to
be determined at the time such securities are offered for sale, including
specifically, but without limiting the generality of the foregoing power and
authority:
1. To sign the name of the Company and the name of the
undersigned, individually and in his capacity as director or officer of
the Company, to any new Registration Statement on Form F-3 relating to
the shares of the Company's Common Stock to be filed with the Securities
and Exchange Commission pursuant to Rule 462(b) under the Securities Act
of 1933, and to any and all instruments or documents filed as a part of
or in connection with any such Registration Statement and amendments;
and
2. To sign such other documents and do such other things as
said agent and attorney-in-fact may deem necessary or appropriate in
connection with the foregoing.
The undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
24th day of October, 2000.
/s/ Akihiko Okada
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Akihiko Okada
Executive Vice President
