S-4

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As filed with the Securities and Exchange Commission on May 9, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AT&T CORP.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization) 4811
(Primary Standard Industrial
Classification Code Number) 13-4924710
(I.R.S. Employer Identification No.)

295 North Maple Avenue
Basking Ridge, New Jersey 07920
(908) 221-2000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Marilyn J. Wasser
Vice President—Law and Secretary
AT&T CORP.
295 North Maple Avenue
Basking Ridge, NJ 07920
(908) 221-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Charles S. Whitman, III, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public:
        From time to time after the effective date of this Registration Statement.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / /

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
6.50% Senior Notes due November 15, 2006	$1,500,000,000	100%	$1,500,000,000
7.30% Senior Notes due November 15, 2011	$2,750,000,000	100%	$2,750,000,000	$644,000
8.00% Senior Notes due November 15, 2031	$2,750,000,000	100%	$2,750,000,000

(1)

Estimated solely for the purpose of calculating the amount of the registration fee.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION)

AT&T Corp.

Offer to Exchange

6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
For Any and All Outstanding
6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031

        We are offering to exchange up to $7,000,000,000 in aggregate principal amount of notes comprised of $1,500,000,000 of our 6.50% Senior Notes due November 15, 2006, $2,750,000,000 of our 7.30% Senior Notes due November 15, 2011 and $2,750,000,000 of our 8.00% Senior Notes due November 15, 2031. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

        To exchange your old notes for new notes:

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you are required to make the representations described on page    to us



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you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, The Bank of New York, by 5:00 p.m., New York time, on              , 2002



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you should read the section called "The Exchange Offer" for further information on how to exchange your old notes for new notes

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

                        , 2002

TABLE OF CONTENTS

	Page
SUMMARY	1
DESCRIPTION OF NOTES	6
MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS OF THE EXCHANGE OFFER	22
THE EXCHANGE OFFER	22
PLAN OF DISTRIBUTION	29
LEGAL MATTERS	29
INDEPENDENT AUDITORS	29
WHERE YOU CAN FIND MORE INFORMATION	30
GENERAL INFORMATION	33

You should rely only on information contained in this offering circular. We have not authorized anyone to provide you with information that is different from that contained in this offering circular. We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted. The information contained in this offering circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or of any sale of the notes.

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SUMMARY

This summary highlights the more detailed information in this prospectus and you should read the entire prospectus carefully.

AT&T Corp.

General

        AT&T Corp. was incorporated in 1885 under the laws of the State of New York. AT&T is among the world's communications leaders, providing voice, data and video communications services to large and small businesses, consumers and government entities. AT&T and its subsidiaries furnish domestic and international long distance; regional and local communications services; and cable television and Internet communications services. AT&T also provides billing, directory, and calling card services to support its communications business. AT&T's primary lines of business are business services; consumer services; and broadband services. In addition, AT&T's other lines of business include network management and professional services through AT&T Solutions and international operations and ventures. Internet users can access information about AT&T and its services at http://www.att.com. AT&T's website is not a part of this prospectus. As of the date of this prospectus, AT&T has one class of common stock outstanding.

Restructuring

        On October 25, 2000, AT&T announced a restructuring plan to be implemented by various independent actions designed to fully separate or issue separately tracked stocks intended to reflect the financial performance and economic value of each of AT&T's four major operating units: Broadband Services, Business Services, Consumer Services and Wireless Services. AT&T completed the split-off of AT&T Wireless Services, Inc. as a separate, independently traded company on July 9, 2001.

        The new notes offered by this prospectus will be issued by AT&T. The old notes were also issued by AT&T. The new notes and the old notes are referred to together as the notes. AT&T may transfer substantially all of the assets, businesses, joint ventures and investments comprising AT&T Business Services and AT&T Consumer Services businesses into AT&T Communications Services (the "reorganization") and subsequently spin-off AT&T Communications Services from AT&T's other businesses (the "Spin-Off"). Upon consummation of the Spin-Off and subject to certain conditions, we and AT&T Communications Services intend to exchange the notes for similar notes of AT&T Communications Services (the "AT&T Communications Services notes"). Alternatively, AT&T may spin off, sell, merge, separate or otherwise dispose of AT&T Broadband (the "Broadband Separation" and, with the Spin-Off, each a "Separation"), in which case the notes will remain obligations of AT&T. If, upon the notification to the holders of the proposed Separation or, in the case of a Spin-Off upon the consummation of the Spin-Off, AT&T or AT&T Communications Services, as the case may be, fails to meet certain conditions, then in each such case holders of notes will have a one-time right to require AT&T to repurchase their notes. Under some circumstances, holders of the notes will also have the option to exchange their notes for AT&T Communications Services notes. See "Description of Notes."

        On December 19, 2001, AT&T and Comcast Corporation announced an agreement to combine AT&T Broadband with Comcast. Under the terms of the agreement, AT&T will spin off AT&T Broadband and simultaneously merge it with Comcast, forming a new company to be called AT&T Comcast Corporation. The merger remains subject to regulatory review, shareholder approval by both companies and certain other conditions and is expected to close by the end of 2002. If this merger is consummated it will constitute a Broadband Separation and the notes will remain the obligations of AT&T. We expect that the mandatory residual conditions will be satisfied by this transaction and that holders will not have the right to require AT&T to repurchase their notes. See "Description of Notes."

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        The completion of any of these transactions is subject to regulatory and other approvals. In addition, our board of directors could decide to consummate the transactions in a different way, or not at all, if the board decides that a change in our plans is appropriate.

THE EXCHANGE OFFER

Notes Offered	We are offering up to $1,500,000,000 aggregate principal amount of 6.50% Senior Notes due November 15, 2006, $2,750,000,000 7.30% Senior Notes due November 15, 2011 and $2,750,000,000 8.00% Senior Notes due November 15, 2031, which have been registered under the Securities Act.
The Exchange Offer	We are offering to issue the new notes in exchange for a like principal amount of your old notes. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreement entered into when the old notes were sold in transactions permitted by Rule 144A under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see "The Exchange Offer."
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 p.m. New York City time on                        , 2002            unless it is extended. If you decide to exchange your old notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any time prior to                        , 2002            . If we decide for any reason not to accept any old notes for exchange, your old notes will be returned to you without expense to you promptly after the exchange offer expires.
Federal Income Tax Consequences	Your exchange of old notes for new notes in the exchange offer will not result in any income, gain or loss to you for Federal income tax purposes. See "Material United States Federal Income Tax Consequences of the Exchange Offer."
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes in the exchange offer.
Exchange Agent	The Bank of New York is the exchange agent for the exchange offer.
Failure to Tender Your Old Notes	If you fail to tender your old notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old notes or to pay you additional interest.

You will be able to resell the new notes without registering them with the SEC if you meet the requirements described below

        Based on interpretations by the SEC's staff in no-action letters issued to third parties, we believe that new notes issued in exchange for old notes in the exchange offer may be offered for resale, resold

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or otherwise transferred by you without registering the new notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving notes for your own account, so long as:

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you are not one of our "affiliates", which is defined in Rule 405 of the Securities Act;



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you acquire the new notes in the ordinary course of your business;



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you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and



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you are not engaged in, and do not intend to engage in, a distribution of the new notes.

        If you are an affiliate of AT&T Corp., or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC's staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        If you are a broker-dealer and receive new notes for your own account in the exchange offer:

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you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new notes;



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you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act; and



•

you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes received in exchange for old notes acquired by you as a result of market-making or other trading activities.

        For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

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New Notes

        The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the Securities Act, and the transfer restrictions and registrations rights relating to old notes do not apply to the new notes.

Issuer	AT&T Corp.
Mandatory Exchange	In the event AT&T effects the Spin-Off, and subject to the conditions described in this prospectus, the notes shall be exchanged, without any action on the part of holders, for AT&T Communications Services notes, at completion of the Spin-Off. One of the mandatory exchange conditions is that AT&T Communications Services must consist of substantially the same assets, liabilities and capitalization as described in the offering circular that accompanied sales of the old notes, subject to certain exceptions. Under one such exception, in connection with an agreement to sell, merge, separate or otherwise dispose of AT&T Broadband we may make additions to the assets and/or to the indebtedness of AT&T Communications Services, provided that (A) such additional indebtedness does not exceed $5 billion and (B) Adjusted Indebtedness to Adjusted EBITDA, on a pro forma basis after giving effect to such additions, for the last four fiscal quarters available at the time of the Notification mailing date does not exceed 2.75x. See "Description of Notes—Mandatory Exchange Upon Spin-Off."
Voluntary Exchange	The note holders may have the option to exchange their notes for AT&T Communications Services notes if the mandatory exchange conditions are not satisfied. See "Description of Notes—Voluntary Exchange Upon Spin-Off."
Total Amount of Notes	$7,000,000,000 in aggregate principal amount of notes comprised of $1,500,000,000 in principal amount of 2006 notes; $2,750,000,000 in principal amount of 2011 notes; and $2,750,000,000 in principal amount of 2031 notes.
Maturity	The 2006 notes will mature on November 15, 2006. The 2011 notes will mature on November 15, 2011. The 2031 notes will mature on November 15, 2031.
Interest	The initial interest rate on the notes shall be:

2006 notesRate:	6.50	%
2011 notesRate:	7.30	%
2031 notesRate:	8.00	%

	Interest on the notes will be payable semiannually on each May 15, and November 15.
Repurchase Right	If certain conditions relating to the Separation are not satisfied, holders may have the right to require us to repurchase their notes.

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Optional Redemption	We may redeem some or all of the notes at any time at the redemption prices set forth in "Description of Notes—Optional Redemption."
Ranking	The notes are unsecured and rank equally in right of payment with all of our other existing and future unsubordinated debt.
	The notes will effectively rank junior to all liabilities of our subsidiaries and our own future secured indebtedness.
Interest Rate Adjustment	The interest rate payable on the notes will be subject to adjustment from time to time if either Moody's or any successor or S&P or any successor reduces the rating ascribed to the notes below A3 and BBB+, respectively.
Certain Covenants	The indenture governing the notes contains covenants limiting our ability and our subsidiaries' ability to:
	•    create secured indebtedness;
	•    engage in sale and leaseback transactions; or
	•    consolidate or merge with, or sell substantially all assets to, another person.
	You should read "Description of Notes—Certain Covenants" and "—Consolidation, Merger or Sale" for a description of these covenants.
Use of Proceeds	We will not receive any proceeds from the exchange of new notes for old notes.
Listing	The old notes are listed on the Luxembourg Stock Exchange. Application has been made to list the new notes on the Luxembourg Stock Exchange.

Corporate Information

        The principal executive offices of AT&T Corp. and the principal executive offices of AT&T Communications Services, Inc. are located at 295 North Maple Ave., Basking Ridge, NJ 07920. The telephone number for AT&T Corp. is (908) 221-2000.

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DESCRIPTION OF NOTES

        The old notes were issued, and the new notes will be issued, under an indenture, dated November 21, 2001, between AT&T and The Bank of New York, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The following is a summary of the material provisions of the indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. The indenture has been filed as an exhibit to the registration statement of which this prospectus is part, and may be viewed as described under "Where You Can Find More Information."

        The terms of the new notes are identical in all material respects to the terms of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. If we do not complete the exchange offer by August 19, 2002, holders of old notes that have complied with their obligations under the registration rights agreement will be entitled to additional interest in an amount equal to a rate of 0.25% per year on the notes until the consummation of the exchange offer. For purposes of this section, "notes" refers to both the old notes and the new notes.

Basic Terms of Notes

        The notes

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are AT&T's, and after any Exchange, such exchanged notes will become AT&T Communications Services', unsecured unsubordinated obligations, ranking equally in right of payment with all of its respective existing and future unsubordinated obligations;



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are issued in $7,000,000,000 aggregate principal amount of notes comprised of $1,500,000,000 in principal amount of 2006 notes; $2,750,000,000 in principal amount of 2011 notes; and $2,750,000,000 in principal amount of 2031 notes;



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mature on November 15, 2006; November 15, 2011; and November 15, 2031, respectively;



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will pay interest



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semiannually on each May 15, and November 15;




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are issuable in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is a multiple of $1,000.

        Application has been made to list the notes on the Luxembourg Stock Exchange.

Further Issues

        We or, after any Exchange, AT&T Communications Services, may from time to time, without notice to or the consent of the registered holders of the notes, create and issue further notes ranking equally and ratably with the notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes) and so that such further notes shall be consolidated and form a single series with the notes and shall have the same terms as to status, redemption or otherwise as the notes. Any further notes shall be issued subject to an agreement supplemental to the applicable indenture.

Interest Payments

        Interest for the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest period relating to an interest payment date shall be the period from but not including the preceding interest payment date to and including the relevant interest payment date.

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Interest on the notes will accrue from the date of original issuance, and will be payable semiannually on May 15 and November 15 of each year.

        For information on payment and transfer procedures for the notes, see "—Book-Entry System", "—Same-Day Payment" and "—Payment of Additional Amounts".

Separation of AT&T Communications Services

        At our discretion, we may separate AT&T Communications Services from AT&T Broadband by way of either a Spin-Off or a Broadband Separation.

        We shall be required to provide written notification to the holders of the notes prior to the scheduled shareowner vote date ("Notification"), in conjunction with the mailing of the shareowner proxy seeking the approval of the proposed Separation. In the event we pursue a Separation without a shareowner vote, we shall mail the Notification at least 30 days prior to the intended Separation date. The Notification will include (1) a statement that we intend to pursue a Separation and whether such Separation will take the form of a Spin-Off or a Broadband Separation, (2) a statement as to whether, at the time of mailing of the Notification (the "Notification mailing date"), we satisfy the mandatory exchange conditions, in the case of a proposed Spin-Off, or the mandatory residual conditions, in the case of a proposed Broadband Separation, and (3) financial information for AT&T or AT&T Communications Services, or both, as applicable.

        If subsequent to a Notification, the terms of a proposed Separation have changed and we have determined that a new shareowner vote is required to approve the new terms of the Separation, then a new Notification shall be mailed in conjunction with the mailing of the shareowner proxy seeking approval of such new terms of the Separation. In such an event, the term Notification mailing date, as used below, shall be deemed to refer to the date of mailing of such new Notification, and a new statement as to whether we satisfy mandatory exchange conditions, in the case of a Spin-Off, or the mandatory residual conditions, in the case of a Broadband Separation, as of such new Notification mailing date.

        On December 19, 2001, we and Comcast Corporation announced an agreement to combine AT&T Broadband with Comcast. Under the terms of the agreement, we will spin off AT&T Broadband and simultaneously merge it with Comcast, forming a new company to be called AT&T Comcast Corporation. The merger remains subject to regulatory review, shareowner approval by both companies and certain other conditions and is expected to close by the end of 2002. If this merger is consummated it will constitute a Broadband Separation, and we expect that the mandatory residual conditions will be satisfied on the Notification mailing date. In such an event the notes will remain the obligation of AT&T and you will not have the right to require us to repurchase your notes. The notes will not become the obligation of AT&T Comcast Corporation.

        Until either the Broadband Separation or the Spin-Off is approved by our shareowners and consummated, each remains an option that we may pursue.

Mandatory Exchange Upon Spin-Off

        In the event of a Spin-Off, and upon satisfaction by the Notification mailing date of the mandatory exchange conditions described below, the notes will be automatically exchanged for AT&T Communications Services notes without any action on the part of the holders (the "mandatory exchange"). The AT&T Communications Services notes shall have the same terms and principal amount as the notes. New certificates (or global notes, as the case may be) representing the AT&T Communications Services notes will be delivered to holders of the old notes of AT&T, which will then become void. Once the Spin-Off is consummated and the mandatory exchange conditions are satisfied, neither AT&T nor holders of the notes will have the option to opt out of the exchange of notes for

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AT&T Communications Services notes. The mandatory exchange shall not give any holder the right to require AT&T or any other party to repurchase any notes held by such holder.

        Upon consummation of the mandatory exchange, AT&T shall be discharged from all obligations under the indenture, and holders of notes shall become holders of AT&T Communications Services notes, entitled to look only to AT&T Communications Services for payment of principal and interest on the AT&T Communications Services notes. The AT&T Communications Services notes shall be issued pursuant to an indenture similar to the indenture governing the old notes, the terms of which provide that AT&T Communications Services' obligations with respect to the AT&T Communications Services notes shall be substantially the same as were AT&T's obligations with respect to the old notes prior to the Separation date. Any accrued and unpaid interest on the old notes shall be paid as regular interest on the AT&T Communications Services notes on the next interest payment date as scheduled according to the old notes.

        By purchasing the notes offered hereby, each holder of notes is deemed to have expressly and irrevocably consented to having such holder's notes exchanged for a like number of AT&T Communications Services notes at the time of the Spin-Off, provided that all applicable conditions described herein have been met.

Conditions Precedent to the Mandatory Exchange

        The mandatory exchange will not occur unless each of the following conditions (the "mandatory exchange conditions") has been satisfied prior to or on the Notification mailing date:

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AT&T Communications Services is expected to consist of substantially the same assets, liabilities and capitalization as described in the Offering Circular, except for (1) additions, dispositions and changes that occur in the ordinary course of business, (2) changes that arise related to the repayment or replacement of the intercompany "notes payable to AT&T" (described in the financial statements contained in the Offering Circular) with AT&T's existing indebtedness or newly issued notes or other third party indebtedness, and (3) additions to the assets of AT&T Communications Services and/or additions to the indebtedness of AT&T Communications Services in connection with an agreement to sell, merge, separate or otherwise dispose of AT&T's Broadband business, provided that (A) such additional indebtedness does not exceed $5 billion, and (B) Adjusted Indebtedness to Adjusted EBITDA, on a pro forma basis after giving effect to such additions, for the last four fiscal quarters available on the Notification mailing date, shall not exceed 2.75x.



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AT&T Communications Services shall have obtained preliminary ratings for the AT&T Communications Services notes of no lower than Baa3 from Moody's and BBB- from S&P. The ratings, if Baa3 or BBB-, shall not be under review for downgrade or on CreditWatch with negative implications, respectively.



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The trustee shall have received an officer's certificate, dated the Notification mailing date, from AT&T relating to its intention to make the exchange and stating that all the above conditions have been satisfied.

Voluntary Exchange Upon Spin-Off

        If the Spin-Off is approved but the mandatory exchange conditions were not satisfied on the Notification mailing date, then the mandatory exchange shall not occur and each holder will be given the option to keep its old notes, which will remain obligations of AT&T, or exchange its notes for AT&T Communications Services notes (the "voluntary exchange" and, with the mandatory exchange, each an "Exchange"), or to require us to repurchase such holder's notes (see "—Holders' Option to Require AT&T to Repurchase Notes.").

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        The voluntary exchange will be effected through a registered exchange offer. The AT&T Communications Service notes shall have the same term and principal amount as the notes. Such AT&T Communications Services notes will be issued pursuant to an indenture to be entered into by AT&T Communications Services with substantially the same terms, to the extent applicable, as the indenture governing the AT&T notes.

The Broadband Separation

        If the Broadband Separation is completed then the notes will not be exchanged for other notes, and except in circumstances described below under "—Holders' option to require AT&T to repurchase notes," the Broadband Separation will not give any holder the right to require the AT&T entity remaining upon the Broadband Separation ("new AT&T") or any other party to repurchase any notes held by such holder.

        By purchasing the notes offered hereby, each holder of notes is deemed to have expressly and irrevocably consented to having such holders notes remain the obligations of new AT&T if each of the following conditions (the "mandatory residual conditions") are satisfied prior to or on the Notification mailing date:

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AT&T, pro forma for the proposed Broadband Separation, is expected to consist of substantially the same assets, liabilities and capitalization as those of AT&T Communications Services as described in the Offering Circular, except for (1) additions, dispositions and changes that occur in the ordinary course of business, (2) changes that arise relating to the repayment or replacement of the notes payable to AT&T with AT&T's existing indebtedness or newly issued notes or other third party indebtedness, and (3) additions to the assets of new AT&T and/or additions to the indebtedness of new AT&T, compared to the assets and indebtedness of AT&T Communications Services described in the Offering Circular, in connection with the proposed Broadband Separation, provided that (A) such additional indebtedness does not exceed $5 billion, and (B) Adjusted Indebtedness to Adjusted EBITDA, on a pro forma basis after giving effect to such additions, for the last four fiscal quarters available on the Notification mailing date, shall not exceed 2.75x.



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New AT&T shall have obtained preliminary ratings for the notes, as obligations of new AT&T, of no lower than Baa3 from Moody's and BBB- from S&P. The ratings, if Baa3 or BBB-, shall not be under review for downgrade or on CreditWatch with negative implications, respectively.



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The trustee shall have received an officer's certificate, dated the Notification mailing date, from AT&T stating that all the mandatory residual conditions have been satisfied.

Holders' Option to Require AT&T to Repurchase Notes

Prior to the Separation

        If a Separation has already been approved, but either the mandatory exchange conditions in the case of a Spin-Off, or the mandatory residual conditions in the case of a Broadband separation, have not been satisfied on or prior to the Notification mailing date, then each note holder shall have the right to have their notes repurchased by AT&T at a price equal to 101% of their aggregate principal amount plus accrued interest (the "repurchase price"). Note holders will be required to notify us of their intention to put the notes to AT&T within 30 days subsequent to the scheduled shareowner vote date, if such vote approves the Separation; and at the end of such period AT&T will repurchase the notes from the note holders by the earlier of 90 days from such notification or the date of the Separation.

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Upon the Spin-Off

        At the time of the mandatory exchange in the case of a Spin-Off, holders will have no further right to require AT&T to repurchase any notes if the following conditions are satisfied:

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AT&T Communications Services shall have become a public reporting company, subject to the reporting requirements of the Securities Exchange Act.



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AT&T Communications Services shall have entered into an indenture with substantially the same terms, to the extent applicable, as the indenture governing the AT&T notes.



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The trustee shall have received an officer's certificate from AT&T Communications Services, dated the date of the Spin-Off, relating to its corporate existence, and the corporate authority for and validity of its issuance of the AT&T Communications Services notes to be exchanged for the notes.



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There shall not be continuing any uncured event of default under the indenture, and the issuance of the AT&T Communications Services notes shall not immediately result in an event of default under the AT&T Communications Services indenture.

        If the above conditions are not satisfied upon consummation of the Spin-Off, then each note holder shall remain a note holder of AT&T and shall have the right to have its notes repurchased by AT&T at the repurchase price. Upon a Spin-Off, AT&T shall promptly provide notice to the trustee and holders if such conditions are not met, and holders will have 30 days from the mailing of such notice to require AT&T to repurchase the notes of such holder. At the end of such period, AT&T will repurchase the tendered notes from the note holders within 90 days.

Interest Rate Adjustment

        The interest rate payable on the notes will be subject to adjustment from time to time if either Moody's or S&P downgrades the rating ascribed to the notes to below A3 in the case of Moody's or below BBB+ in the case of S&P. In this event, the interest rate payable on the notes will be increased by 0.25% for each rating notch downgrade below the applicable level by each rating agency. In addition, if Moody's or S&P subsequently increases the rating ascribed to the notes, then the interest rate then payable on the fixed rate notes will be decreased by 0.25% for each rating notch upgrade by each rating agency, but in no event will the interest rate be reduced to below the initial interest rate specified in the Offering Circular. Any such interest rate increase or decrease will take effect from the interest payment period beginning immediately after the first interest payment date following the related rating downgrade or upgrade, as the case may be. For this purpose, a ratings category is the difference between a particular rating assigned by either Moody's or S&P and the next lower rating. For example, in the case of Moody's the difference between Baa1 and Baa2 shall constitute one rating category and in the case of S&P the difference between BBB+ and BBB shall constitute one rating category. There is no limit to the number of times the interest rate payable on the notes can be adjusted. For the purposes of this paragraph the term "notes" refers to the old notes, the new notes and, in the event of the Spin-Off, to the AT&T Communications Services notes after the Exchange.

Optional Redemption

        The notes will be redeemable, as a whole or in part, at AT&T's or, after the Exchange, AT&T Communications Services', option, at any time or from time to time, on at least 30 days, but not more than 90 days, prior notice mailed to the registered address of each holder of the notes. In case of a redemption, a publication will be made in the Luxemburger Wort and in the event of an early redemption the Luxembourg Stock Exchange will be notified. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the

10

present values of the Remaining Scheduled Payments discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the following rates:

2006 notes            Treasury Rate +35 basis points
2011 notes            Treasury Rate +40 basis points
2031 notes            Treasury Rate +45 basis points

        In the case of each of clause (1) and (2), accrued interest will be payable to the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.

"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

"Reference Treasury Dealer" means each of Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Salomon Smith Barney Inc. plus two of the other initial purchasers that are U.S. Government securities dealers and their respective successors. If any of the foregoing shall cease to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), we shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.

"Remaining Scheduled Payments" means, with respect to each note to be redeemed, the remaining scheduled payments of principal of and interest on such note that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest accrued on such note to such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, the original issuer, or after the Exchange, AT&T Communications Services, will deposit with the trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment date) accrued interest to the redemption date on the notes to be redeemed on such date. If less than all of the notes of any series are to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate.

No Mandatory Redemption or Sinking Fund

        There will be no mandatory redemption prior to maturity or sinking fund payments for the notes.

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Ranking

Structural Subordination.    A substantial majority of our operations are, and the operations of AT&T Communications Services after completion of the reorganization will be, conducted through our and AT&T Communications Services' consolidated subsidiaries. Claims of creditors of these subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred and minority stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of our and AT&T Communications Services' creditors, including holders of the notes. The notes therefore will be effectively subordinated to creditors (including trade creditors) and preferred and minority stockholders or interest holders, as the case may be (if any) of our and AT&T Communications Services' consolidated subsidiaries.

Certain Covenants

        We have agreed and AT&T Communications Services will agree to some restrictions on our respective activities for the benefit of holders of the notes. The restrictive covenants summarized below will apply, unless the covenants are waived or amended, so long as any of the notes are outstanding. A list of certain definitions appears at the end of this section to define the capitalized words used in describing the covenants.

        Limitation on Secured Indebtedness.    We or, after the Exchange, AT&T Communications Services, will not, and will not permit any of our Restricted Subsidiaries to, create, assume, incur or guarantee any Secured Indebtedness, unless the notes are secured equally and ratably with (or prior to) such Secured Indebtedness. However, we and AT&T Communications Services may incur Secured Indebtedness without securing the notes if, immediately after incurring the Secured Indebtedness, the aggregate amount of all Secured Indebtedness and the aggregate amount of Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions would not exceed 15% of Consolidated Net Tangible Assets. The aggregate amount of all Secured Indebtedness in the preceding sentence excludes Secured Indebtedness which is secured equally and ratably with the notes and Secured Indebtedness that is being repaid concurrently.

        Limitation on Sale and Leaseback Transactions.    We or, after the Exchange, AT&T Communications Services, will not, and will not permit any of our Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless either

•

immediately thereafter, the sum of



•

the Attributable Debt to be outstanding pursuant to all such Sale and Leaseback Transactions entered into by us and AT&T Communications Services, as the case may be, or a Restricted Subsidiary after April 1, 1986 (or, in the case of a Restricted Subsidiary, the date on which it became a Restricted Subsidiary); and



•

the aggregate amount of all Secured Indebtedness, excluding Secured Indebtedness which is secured to the same extent as the notes does not exceed 15% of Consolidated Net Tangible Assets; or




•

an amount equal to the greater of



•

the net proceeds to us, AT&T Communications Services or a Restricted Subsidiary from such sale; and



•

the Attributable Debt to be outstanding pursuant to all such Sale and Leaseback Transactions,

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is used no later than 180 days of the Sale and Leaseback Transaction to retire long-term debt of AT&T or, after the Exchange, AT&T Communications Services or their respective Restricted Subsidiaries. However, debt which is subordinate to the notes or which is owed to AT&T, AT&T Communications Services or a Restricted Subsidiary may not be retired.

Consolidation, Merger or Sale

        We have agreed and, following the Exchange, AT&T Communications Services will agree, not to consolidate with or merge into any other corporation or convey or transfer substantially all of our properties and assets to any person, unless

•

that person is authorized to acquire and operate our property; and



•

the successor corporation expressly assumes by a supplemental indenture the due and punctual payment of the principal of and any premium or any interest on all the notes and the performance of every covenant in the indenture that we and AT&T Communications Services would otherwise have to perform.

However, in no event shall these restrictions be construed to prevent the Broadband Separation if the Broadband Separation conditions have been satisfied. See "—Conditions Precedent to the Broadband Separation."

Modification of the Indenture

        Under the indenture, the rights and obligations of AT&T and AT&T Communications Services and the rights of the holders may be modified if the holders of a majority in aggregate principal amount of the outstanding notes consent to it. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent.

Events of Default

        When the term Event of Default is used in the indenture, here are some examples of what is meant.

        Unless otherwise specified in a supplemental indenture, an Event of Default with respect to the notes occurs if:

•

we or, after the Exchange, AT&T Communications Services, fail to pay the principal or any premium on any note when due;



•

we or, after the Exchange, AT&T Communications Services, fail to pay interest when due on any note for 90 days;



•

we or AT&T Communications Services fail to perform any other covenant in the indenture and this failure continues for 90 days after they receive written notice of it from the trustee or from the holders of 25% in principal amount of the outstanding notes; or



•

we or, after the Exchange, AT&T Communications Services, or a court take certain actions relating to our or AT&T Communications Services' bankruptcy, insolvency or reorganization for the benefit of our respective creditors.

        A default under our or AT&T Communications Services' other indebtedness will not be a default under the indenture.

        The trustee may withhold notice to the holders of notes of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

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Default means any event which is an Event of Default described above or would be an Event of Default but for the giving of notice or the passage of time.

        If an Event of Default for the notes occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the notes may require us to repay immediately the entire principal of the notes.

        The holders of a majority of the aggregate principal amount of the notes can rescind this accelerated payment requirement or waive any past default or Event of Default or allow AT&T and AT&T Communications Services to not comply with any provision of the indenture. However, among other things, they cannot waive a default in payment of principal of, premium, if any, or interest on, any of the notes.

        Other than its duties in case of a default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders, unless the holders offer the trustee indemnity reasonably satisfactory to it. If they provide this indemnity, the holders of a majority in principal amount of any notes may, subject to certain limitations, direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or exercising any power conferred upon the trustee.

        We and AT&T Communications Services are not required to provide the trustee with any certificate or other document saying that we and AT&T Communications Services are in compliance with the indenture or that there are no defaults.

Defeasance

        The term defeasance means discharge of AT&T and AT&T Communications Services from some or all obligations under the indenture. If we or, after the Exchange, AT&T Communications Services, deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the notes, then at our option:

•

AT&T or, after the Exchange, AT&T Communications Services, will be discharged from its obligations with respect to the notes; or



•

AT&T or, after the Exchange, AT&T Communications Services, will no longer be under any obligation to comply with certain restrictive covenants under the indenture, and certain Events of Default will no longer apply to them.

        If this happens, the holders of the notes will not be entitled to the benefits of the indenture except for registration of transfer and exchange of notes and replacement of lost, stolen or mutilated notes. Such holders may look only to such deposited funds or obligations for payment.

        We or, after the Exchange, AT&T Communications Services, must deliver to the trustee an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the notes to recognize income, gain or loss for federal income tax purposes.

Concerning the Trustee

        The trustee has loaned money to AT&T and provided other services to AT&T in the past and may do so to us in the future as a part of its regular business.

Book-Entry System

        We will initially issue the notes in the form of one or more global notes (the "Global Notes"). The Global Notes will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and

14

registered in the name of DTC or its nominee. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to DTC or another nominee of DTC. A holder may hold beneficial interests in the Global Notes directly through DTC if such holder has an account with DTC or indirectly through organizations which have accounts with DTC, including Euroclear and Clearstream.

        DTC.    DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York a member of the Federal Reserve System a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC ("participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies (collectively, the "indirect participants") that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

        We expect that pursuant to procedures established by DTC, upon the deposit of the Global Notes with DTC, DTC will credit on its book entry registration and transfer system the principal amount of notes represented by such Global Notes to the accounts of participants. Ownership of beneficial interests in the Global Notes will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the Global Notes will be shown on and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants' interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the Global Note other than participants). All interests in a Global Note deposited with DTC are subject to the procedures and requirements of DTC.

        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Global Notes.

        So long as DTC (or its nominee) is the registered holder and owner of a Global Note, DTC (or such nominee) will be considered the sole legal owner and holder of the notes evidenced by such Global Note for all purposes of such Notes and the applicable Indenture. Except as set forth below under "—Certificated Notes", as an owner of a beneficial interest in a Global Note, you will not be entitled to have the notes represented by such Global Note registered in your name, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to be the owner or holder of any notes under such Global Note. We understand that under existing industry practice, in the event an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        We will make payments of principal of, premium, if any, and interest on the notes represented by the Global Notes registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Notes.

        We expect that DTC (or its nominee), upon receipt of any payment of principal of, premium, if any, or interest on the Global Notes will credit the accounts of their relevant participants or account holders, as applicable, with payments in amounts proportionate to their respective beneficial interests in the principal amount of the applicable Global Note as shown on the records of DTC (or its nominee). We also expect that payments by participants or indirect participants or account holders, as applicable,

15

to owners of beneficial interests in the Global Notes held through such participants or indirect participants or account holders will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants or account holders, as applicable. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Notes for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants, or the relationship between such participants or indirect participants, and the owners of beneficial interests in the Global Notes owning through such participants.

        All amounts payable under the notes will be payable in U.S. dollars, except as may otherwise be agreed between any applicable securities clearing system and any holders. Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of any applicable securities clearing system) applicable thereto. None of the trustee, AT&T, AT&T Communications Services or any of their respective agents shall be liable to any holder of a Global Note or other person for any commissions, costs, losses or expenses in relation to or resulting from any currency conversion or rounding effected in connection therewith. Investors may be subject to foreign exchange risks that may have important economic and tax consequences to them.

Certificated Notes

        Subject to certain conditions, the notes represented by the Global Notes are exchangeable for certificated notes in definitive form of like tenor in denominations of $1,000 principal amount and integral multiples thereof if:

(1)

DTC notifies us that it is unwilling or unable to continue as depository for the Global Notes or DTC ceases to be a clearing agency registered under the Exchange Act and, in either case, we are unable to locate a qualified successor within 90 days;

(2)

we in our discretion at any time determine not to have all the notes represented by the Global Notes; or

(3)

a default entitling the holders of the applicable notes to accelerate the maturity thereof has occurred and is continuing.

        Any note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such names as DTC, shall direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of the same aggregate denomination to be registered in the name of DTC (or its nominee).

Same-Day Payment

        The indenture requires us to make payments in respect of the applicable notes represented by the Global Notes (including principal, premium and interest) by wire transfer of immediately available funds to the accounts specified by the holder thereof or, if no such account is specified, by mailing a check to such holder's registered address.

        As long as the notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, we will maintain a paying agent and transfer agent in Luxembourg, both of which currently are The Bank of New York (Luxembourg) S.A., for making payments on, and transfers of, the notes. We will publish notice in Luxembourg of any change in the listing agent, paying agent or transfer agent.

        Payments (including principal, premium and interest) and transfers with respect to notes in certificated form may be executed at our office or agency maintained for such purpose within the City and State of New York (initially the office of the paying agent maintained for such purpose) or at the

16

office of the paying agent and transfer agent in Luxembourg so long as the applicable notes are listed on the Luxembourg Stock Exchange or, at our option, by check mailed to the holders thereof at the respective addresses set forth in the register of holders of the applicable notes, provided that all payments (including principal, premium and interest) on notes in certificated form, for which the holders thereof have given us wire transfer instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Notes in certificated form may be presented for registration of transfer at the office of the transfer agent in Luxembourg upon delivery of a written instrument of transfer, a form of which will be available at the office of such transfer agent. No service charge will be made for any registration of transfer, but we may require payment of a sum sufficient to cover any tax or governmental charge payable in connection with that registration.

Payment of Additional Amounts

        We or, after the Exchange, AT&T Communications Services, will, subject to the exceptions and limitations set forth below, pay as additional interest on the notes such additional amounts as are necessary so that the net payment by the issuer or a paying agent of the principal of and interest on the notes to a person that is not a United States Holder (as defined below), after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof of therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of the notes had no such withholding or deduction been required.

        Our obligation to pay additional amounts shall not apply:

        (1)    to a tax, assessment or governmental charge that is imposed or withheld solely because the holder, or a fiduciary, settlor, beneficiary, member or shareowner of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder:

        (a)    is or was present or engaged in trade or business in the United States or has or had a permanent establishment in the United States;

        (b)    has a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

        (c)    is or has been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

        (d)    is or was a "10-percent shareholder" of the issuer as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provision;

        (2)    to any holder that is not the sole beneficial owner of our notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;

        (3)    to a tax, assessment or governmental charge that is imposed or withheld solely because the holder or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to

17

which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

        (4)    to a tax, assessment or governmental charge that is imposed other than by withholding by the issuer or a paying agent from the payment;

        (5)    to a tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

        (6)    to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

        (7)    to any tax, assessment or other governmental charge any paying agent must withhold from any payment of principal or of interest on any note, if such payment can be made without such withholding by any other paying agent;

        (8)    where such withholding or deduction is imposed in respect of any note on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

        (9)    in respect of any note presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting such note to another paying agent; or

        (10)    in the case of any combination of the above items.

        The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided under this heading "Payment of Additional Amounts" and under the heading "—Redemption Upon a Tax Event," the issuer does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority.

"United States Holder" means a beneficial owner of a note that is, for United States federal income tax purposes, (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (c) an estate or trust the income of which is subject to United States federal income taxation regardless of its source or (d) any other person whose income from a note is effectively connected with the conduct of a United States trade or business.

Redemption Upon a Tax Event

        If (a) we or, after the Exchange, AT&T Communications Services, becomes or will become obligated to pay additional amounts as described herein under the heading "—Payment of Additional Amounts" as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 15, 2001, or (b) a taxing authority of the United States takes an action on or after November 15, 2001, whether or not with respect to the issuer or any of its affiliates, that results in a substantial probability that it will or may be required to pay such additional amounts, then it may, at its option, redeem, as a whole, but not in part, the notes on any interest payment date on not less than 30 nor more than 60 calendar days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for

18

redemption; provided that the issuer or, after the Exchange, AT&T Communications Services, determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under its notes. No redemption pursuant to (b) above may be made unless the issuer shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described herein under the heading "—Payment of Additional Amounts" and it shall have delivered to the trustee a certificate, signed by a duly authorized officer stating, that based on such opinion it is entitled to redeem the notes pursuant to their terms.

Business Day

        A business day is defined in the indenture as being any day other than a Saturday, a Sunday or other day on which commercial banks in New York City are authorized by law to close.

Governing Law

        The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

Notices

        Notices to holders of the notes will be published in authorized newspapers in The City of New York, in London, and, so long as the notes are listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that publication will be made in The City of New York in The Wall Street Journal, in London in the Financial Times and in Luxembourg in a daily newspaper having a general circulation in Luxembourg, which is expected to be the Luxemburger Wort. The original issuer or, after the Exchange, AT&T Communications Services, will be deemed to have given such notice on the date of each publication or, if published more than once, on the date of the first such publication.

Certain Definitions

"Adjusted EBITDA" means, for any period, operating income (or operating loss), excluding the operating income (or operating loss) of AT&T Latin America and At Home, plus, to the extent deducted in determining such operating income (or operating loss), the sum of (a) depreciation expense, (b) amortization expense, (c) restructuring and other charges and (d) asset impairment charges.

"Adjusted Indebtedness" means indebtedness excluding adjusted indebtedness of AT&T Latin America and monetized debt; provided that indebtedness shall exclude keep-wells or other similar agreements and guarantees of obligations for which cross-guarantees or cross-indemnifications from AWS, LMG, AT&T, AT&T Broadband or AT&T Communications Services exist. Adjusted Indebtedness shall be calculated net of cash and cash equivalents on the date of determination other than cash and cash equivalents held by AT&T Latin America.

"Attributable Debt" means, as of the date of its determination, the present value (discounted semiannually at an interest rate implicit in the terms of the lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rates (such as those based on sales), provided, however, that in the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, Attributable Debt shall mean the lesser of

19

the present value of (i) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination and (ii) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised).

"Consolidated Net Tangible Assets" means the total assets of AT&T or, after the Exchange, AT&T Communications Services, and its respective Subsidiaries, less current liabilities and certain intangible assets (other than product development costs).

"Offering Circular" means the confidential offering circular dated November 15, 2001 relating to the sale of the old notes.

"Principal Property" means land, land improvements, buildings and associated factory, laboratory, office and switching equipment (excluding all products marketed by AT&T, AT&T Communications Services or any of their Subsidiaries) constituting a manufacturing, development, warehouse, service, office or operating facility owned by or leased to AT&T, AT&T Communications Services or a Restricted Subsidiary, located within the United States and having an acquisition cost plus capitalized improvements in excess of .25% of Consolidated Net Tangible Assets as of the date of such determination, other than any such property financed through the issuance of tax-exempt governmental obligations, or which the board of directors of AT&T, or after the mandatory exchange, of AT&T Communications Services, determines is not of material importance to AT&T and its Restricted Subsidiaries taken as a whole, or, AT&T Communications Services and its Restricted Subsidiaries taken as a whole, as the case may be, or in which the interest of AT&T and its Restricted Subsidiaries taken as a whole, or, AT&T Communications Services and all its Subsidiaries does not exceed 50%, as the case may be.

"Restricted Subsidiary" means any Subsidiary of AT&T or AT&T Communications Services, as the case may be, which has substantially all its property in the United States, which owns or is a lessee of any Principal Property and in which the investment of AT&T or AT&T Communications Services, as the case may be, and all their Subsidiaries exceeds .25% of Consolidated Net Tangible Assets as of the date of such determination, other than certain financing Subsidiaries and Subsidiaries formed or acquired after April 1, 1986 for the purpose of acquiring the business or assets of another person and that do not acquire all or any substantial part of the business or assets of AT&T, AT&T Communications Services or any Restricted Subsidiary. In addition, AT&T's, or, after the mandatory exchange, AT&T Communications Services', board of directors may designate any other Subsidiary as a Restricted Subsidiary.

"Sale and Leaseback Transaction" means any arrangement with any person providing for the leasing by AT&T, AT&T Communications Services or any Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) that has been or is to be sold or transferred by AT&T, AT&T Communications Services or such Restricted Subsidiary to such person, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (ii) leases between AT&T or AT&T Communications Services and a Restricted Subsidiary or between Restricted Subsidiaries; and (iii) leases of Principal Property executed by the time of, or no later than 180 days after the latest of, the acquisition, the completion of construction or improvement (including any improvements on property which will result in such property becoming Principal Property), or the commencement of commercial operation of such Principal Property.

"Secured Indebtedness" means:

•

indebtedness of AT&T, AT&T Communications Services or any Restricted Subsidiary secured by any lien upon any Principal Property or the stock or indebtedness of a Restricted Subsidiary; or

20

•

any conditional sale or other title retention agreement covering any Principal Property or Restricted Subsidiary but does not include any indebtedness secured by any lien or any conditional sale or other title retention agreement:



•

outstanding on April 1, 1986;



•

incurred or entered into after April 1, 1986 to finance the acquisition, improvement or construction of such property and either secured by purchase money mortgages or liens placed on such property no later than 180 days of the acquisition, improvement or construction;



•

on Principal Property or the stock or indebtedness of Restricted Subsidiaries and existing at the time of acquisition of the property, stock or indebtedness;



•

owing to AT&T, AT&T Communications Services or any other Restricted Subsidiary;



•

existing at the time a corporation becomes a Restricted Subsidiary;



•

incurred to finance the acquisition or construction of property in favor of any country or any of its political subdivisions; and



•

replacing, extending or renewing any such indebtedness (to the extent such indebtedness is not increased).

"Subsidiary" means any corporation a majority of the Voting Shares of which are at the time owned or controlled, directly or indirectly, by AT&T or AT&T Communications Services, as the case may be, or by one or more Subsidiaries, or by AT&T or AT&T Communications Services and one or more of their respective Subsidiaries, as the case may be.

"Voting Shares" means as to shares of a particular corporation, outstanding shares of stock of any class of such corporation entitled to vote in the election of directors, excluding shares entitled so to vote only upon the happening of some contingency.

21

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES OF THE EXCHANGE OFFER

        The exchange of old notes for new notes will not be treated as a taxable transaction for U.S. federal income tax purposes because the new notes will not be considered to differ materially in kind or extent from the old notes. Rather, the new notes you receive will be treated as a continuation of your investment in the old notes. As a result, there will be no material U.S. federal income tax consequences to you resulting from the exchange of old notes for new notes.

You should consult your own tax advisors concerning the tax consequences arising under state, local or foreign laws of the exchange of old notes for new notes.

THE EXCHANGE OFFER

        In a registration rights agreement between AT&T and the initial purchasers of the old notes, we agreed

        (1) to file a registration statement on or prior to 180 days after the closing of the offering of the old notes with respect to an offer to exchange the old notes for a new issue of notes, with terms substantially the same as of the old notes but registered under the Securities Act,

        (2) to use our best efforts to cause the registration statement to be declared effective by the SEC on or prior to 240 days after the closing of the old notes offering and

        (3) use our best efforts to consummate the exchange offer and issue the new notes within 30 business days after the registration statement is declared effective.

        The registration rights agreement provides that, in the event we fail to file the registration statement within 180 days after the closing date or consummate the exchange offer within 270 days, we will be required to pay additional interest on the old notes over and above the regular interest on the notes. Once we complete this exchange offer, we will no longer be required to pay additional interest on the old notes.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer; Period for Tendering Old Notes

        This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

•

When you tender to us old notes as provided below, our acceptance of the old notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

•

For each $1,000 principal amount of old notes surrendered to us in the exchange offer, we will give you $1,000 principal amount of new notes.

•

We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old notes at their addresses listed in the trustee's security register with respect to the old notes.

22

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2002; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term "expiration date" means            , 2002 or, if extended by us, the latest time and date to which the exchange offer is extended.

•

As of the date of this prospectus, $7,000,000,000 in aggregate principal amount of notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

•

Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions that we describe in the section called "Conditions to the Exchange Offer" below.

•

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

•

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under "Conditions to the Exchange Offer" are not satisfied.

•

We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes as promptly as practicable. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service.

•

Holders of old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

•

Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

•

We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

•

By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See "—Resales of the New Securities."

Important rules concerning the exchange offer

        You should note that:

•

All questions as to the validity, form, eligibility, time of receipt and acceptance of old notes tendered for exchange will be determined by AT&T Corp. in its sole discretion, which determination shall be final and binding.

•

We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

23

•

We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

•

Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date shall be final and binding on all parties.

•

Neither AT&T, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Notes

What to submit and how

        If you, as the registered holder of old notes, wish to tender your old notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to The Bank of New York at the address set forth below under "Exchange Agent" on or prior to the expiration date.

        In addition,

        (1) certificates for old notes must be received by the exchange agent along with the letter of transmittal, or

        (2) a timely confirmation of a book-entry transfer of old notes, if such procedure is available, into the exchange agent's account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date or

        (3) you must comply with the guaranteed delivery procedures described below.

The method of delivery of old notes, letters of transmittal and notices of guaranteed delivery is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old notes should be sent to AT&T.

How to sign your letter of transmittal and other documents

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes being surrendered for exchange are tendered

        (1) by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or

        (2) for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Exchange Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Exchange Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

        If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or

24

representative capacity, the person should so indicate when signing and, unless waived by AT&T, proper evidence satisfactory to AT&T of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See "Conditions to the Exchange Offer" below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

        In all cases, we will issue new notes in exchange for old notes that are accepted for exchange only after timely receipt by the exchange agent of:

•

certificates for old notes, or

•

a timely book-entry confirmation of transfer of old notes into the exchange agent's account at DTC using the book-entry transfer procedures described below, and

•

a properly completed and duly executed letter of transmittal.

        If we do not accept any tendered old notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old notes without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC using the book-entry transfer procedures described below, non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC's systems may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent's account in accordance with DTC's Automated Tender Offer Program procedures for transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of book-entry transfer of old notes into the exchange agent's account, and timely receipt by the exchange agent of an agent's message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent's message must state that DTC has received an express acknowledgment from the participant tendering old notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

        Although delivery of old notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under "—Exchange Agent" on or prior to the expiration date.

        If your old notes are held through DTC, you must complete a form called "instructions to registered holder and/or book-entry participant," which will instruct the DTC participant through whom you hold your notes of your intention to tender your old notes or not tender your old notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your notes. A copy of that form is available from the exchange agent.

25

Guaranteed Delivery Procedures

        If you are a registered holder of old notes and you want to tender your old notes but your old notes are not immediately available, or time will not permit your old notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

        (1) the tender is made through an eligible institution,

        (2) prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, stating:

•

the name and address of the holder of old notes

•

the amount of old notes tendered

•

the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by that eligible institution with the exchange agent, and

        (3) the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

        You can withdraw your tender of old notes at any time on or prior to the expiration date.

        For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under "Exchange Agent." Any notice of withdrawal must specify:

•

the name of the person having tendered the old notes to be withdrawn,

•

the old notes to be withdrawn

•

the principal amount of the old notes to be withdrawn

•

if certificates for old notes have been delivered to the exchange agent, the name in which the old notes are registered, if different from that of the withdrawing holder

•

if certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution.

•

if old notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility.

•

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

26

        If you have properly withdrawn old notes and wish to re-tender them, you may do so by following one of the procedures described under "Procedures for Tendering Old Securities" above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of old notes for exchange or the exchange of the new notes for old notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

        That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

        The Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

        Deliver To:
The Bank of New York, Exchange Agent
Corporate Trust Reorganization Unit
15 Broad Street
16th Floor
New York, New York 10007
Attn:                                                                   

Facsimile Transmissions:

To Confirm by Telephone
or for Information:

Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

        The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

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        The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $            .

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Notes

        Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

        However, any purchaser of old notes who is an "affiliate" of AT&T or who intends to participate in the exchange offer for the purpose of distributing the new notes

(1)

will not be able to rely on the interpretation of the staff of the SEC,

(2)

will not be able to tender its old notes in the exchange offer and

(3)

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless that sale or transfer is made using an exemption from those requirements.

        By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old notes will represent that:

(1)

it is not our "affiliate";

(2)

any new notes to be received by it were acquired in the ordinary course of its business; and

(3)

it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the "distribution," within the meaning of the Securities Act, of the new notes.

In addition, in connection with any resales of new notes, any broker-dealer participating in the exchange offer who acquired notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new notes.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of new notes received by it in exchange for old notes.

        We will not receive any proceeds from any sale of new notes by broker-dealers.

        New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

•

in the over-the-counter market



•

in negotiated transactions



•

through the writing of options on the new notes or



•

a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

        Any resale may be made

•

directly to purchasers or



•

to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

        Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those new notes may be considered to be an "underwriter" within the meaning of the Securities Act. Any profit on any resale of those new notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the new notes offered hereby will be passed upon for AT&T by Robert S. Feit, Esq., its Chief Counsel—Corporate and Financial Matters.

INDEPENDENT AUDITORS

        The audited consolidated financial statements of AT&T Corp. as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, incorporated by reference in

29

this Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report thereon is incorporated by reference herein, and insofar as they relate to Liberty Media Group as of December 31, 2000 and 1999, and for the two years in the period ended December 31, 2000, by KPMG LLP, independent certified public accountants. Such financial statements have been so incorporated in reliance on the reports of such independent accountants given on the authority of such firms as experts in auditing and accounting.

        The consolidated balance sheets of Liberty Media Corporation and subsidiaries ("New Liberty or Successor") as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive earnings, stockholders' equity, and cash flows for the years ended December 31, 2001 and 2000 and the period from March 1, 1999 to December 31, 1999 (Successor periods) and from January 1, 1999 to February 28, 1999 (Predecessor period) which appear as an exhibit to the Annual Report on Form 10-K/A of AT&T Corp., have been incorporated by reference herein in reliance upon the report, dated March 8, 2002, of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The KPMG LLP report states that Liberty Media Corporation changed its method of accounting for derivative instruments and hedging activities in 2001.

        In addition, the KPMG LLP report contains an explanatory paragraph that states that, effective March 9, 1999, AT&T Corp., the former parent company of New Liberty, acquired Tele-Communications, Inc., the former parent company of Liberty Media Corporation, in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated 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.

        The consolidated financial statements of AT&T Canada Inc. as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, incorporated in this Registration Statement by reference to the Annual Report on Form 10-K/A of AT&T Corp. for the year ended December 31, 2001, have been so incorporated in reliance on the report of KPMG LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of Concert, B.V., incorporated in this Registration Statement by reference to the Annual Report on Form 10-K/A of AT&T Corp. for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

        AT&T Communications Services does not currently file information with the SEC. AT&T files annual, quarterly and special reports, prospectuses and other information with the SEC. You may read and copy any reports, statements or other information AT&T files at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; Woolworth Building, 13th floor, 233 Broadway, New York, New York 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. AT&T's SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov.

        The SEC allows us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information superseded by information contained directly in this document. This document incorporates by reference the documents set forth below that we have previously filed

30

with the SEC. These documents contain important information about AT&T and its financial conditions.

        We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-4 under the Securities Act with respect to our offering of the new notes. This prospectus does not contain all of the information included in the registration statement and the exhibits and schedules thereto. You will find additional information about us and the new notes in the registration statement. Certain items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to the company and the new notes, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.

        If for any reason we are not required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, we are still required under the indenture to furnish the holders of the new notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders of the notes and to notes analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.. We also maintain an Internet site at http://www.att.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

AT&T SEC Filings (File No. 1-1105)	Period
Annual Report on Form 10-K	Year ended December 31, 2001, filed on April 1, 2002 as amended on Form 10-K/A filed May 3, 2002
Current Reports on Form 8-K	Filed on January 4, 2002, February 5, 2002, February 21, 2002, April 16, 2002 and April 25, 2002
Proxy Statements	Preliminary proxy statement filed on February 11, 2002 (as amended on April 10, 2002 and April 30, 2002)

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        We also incorporate by reference into this document additional documents that may be filed by AT&T with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this document before the termination of this offering. These include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as prospectuses. Any statements contained in a previously filed document incorporated by reference into this document is deemed to be modified or superseded for purposes of this document to the extent that a statement contained in this document (or in a subsequently filed document that also is incorporated by reference herein) modifies or supersedes that statement.

        If you are a shareowner of AT&T, AT&T may have sent you some of the documents incorporated by reference, but you can obtain any of them through us, the SEC or the SEC's website as described above. Documents incorporated by reference are available from us without charge, excluding exhibits thereto unless we have specifically incorporated by reference such exhibits in this document. Any person, including any beneficial owner, to whom this document is delivered may obtain documents incorporated by reference in, but not delivered with, this document by requesting them in writing or by telephone at the following address:

AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey, 07920
Tel: (800) 257-7865
Attn: Corporate Secretary's Department

        All documents incorporated by reference will, so long as the notes are listed on the Luxembourg Stock Exchange, be available free of charge during normal business hours at the specified office of the Luxembourg Agent.

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GENERAL INFORMATION

Authorization

        The issuance of the new notes was authorized by resolutions of the board of directors of AT&T on September 20, November 14, 2001 and March 27, 2002.

Application to List on Luxembourg Stock Exchange

        The old notes are listed on the Luxembourg Stock Exchange. An application has been made to list the new notes on the Luxembourg Stock Exchange. In connection therewith, the certificate of incorporation, the bylaws and a legal notice relating to the issue of the notes will be deposited prior to listing with the Chief Registrar of the District Court of Luxembourg (Greffier en Chef du Tribunal d'Arrondissement de et à Luxembourg). Copies of such documents may be obtained from the Luxembourg Agent.

Available Documents, Financial Reports and Information

        Copies of the indenture, the registration rights agreement, all documents incorporated by reference, and the reports described under the caption "Where You Can Find More Information" referred to herein will, if and so long as the notes are listed on the Luxembourg Stock Exchange, be available during normal business hours at the specified office of the Luxembourg Agent.

        A copy of AT&T's and AT&T Communications Services' respective articles of incorporation bylaws will be available during normal business hours at the specified office of the Luxembourg Agent if and so long as the notes are listed on the Luxembourg Stock Exchange.

        In compliance with Forms 10-K and 8-K, AT&T currently publishes, and AT&T Communications Services expects to publish, audited annual consolidated financial reports and unaudited quarterly consolidated financial reports. If and as long as the notes are listed on the Luxembourg Stock Exchange, copies of such reports, or any other reports AT&T, or after the mandatory exchange, AT&T Communications Services, is required to furnish to holders of the notes in accordance with the preceding paragraph, will be available and can be obtained free of charge at the specified office of the Luxembourg Agent. AT&T Communications Services does not currently publish financial reports.

        Other than disclosed in this prospectus or in the documents incorporated by reference herein, there has been no material adverse change in the financial position of AT&T Corp. since the date of the last audited financial statements, December 31, 2001.

        Other than described in this prospectus or in the documents incorporated by reference herein, neither AT&T nor AT&T Communications Services is involved in litigation, arbitration, or administrative proceedings relating to claims or amounts that are material in the context of the offering of the notes.

        The notes have been accepted for clearance through the facilities of Euroclear and Clearstream. Relevant trading information for the notes is set forth below:

	Common Code	ISIN
2006 notes
2011 notes
2031 notes

        According to Chapter VI, Article 3, point A/II/2 of the Rules and Regulations of the Luxembourg Stock Exchange the notes shall be freely transferable and therefore no transaction made on the Luxembourg Stock Exchange shall be cancelled.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. 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.

        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 New York Business Corporation Law Section 721, by which it will be obligated to indemnify such persons, to the fullest extent permitted by the New York Business Corporation Law, 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, that might be incurred by them in such capacities.

        The Registration Rights Agreement filed as Exhibit 1 to this Registration Statement provides for indemnification of directors and officers of AT&T by the initial purchasers against certain liabilities.

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Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Document
1	Registration Rights Agreement dated as of November 21, 2001 between AT&T and Credit Suisse First Boston, Goldman, Sachs & Co. Salomon Smith Barney, as Initial Purchasers
4	Indenture, dated as of November 21, 2001 between AT&T and the Trustee
5	Opinion of Robert S. Feit, Esq. with respect to the new notes*
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of KPMG LLP
23.3	Consent of KPMG LLP
23.4	Consent of PricewaterhouseCoopers LLP
24	Powers of Attorney
25	Statement of Eligibility of The Bank of New York, as Trustee, on Form T-1.
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Clients
99.4	Form of Letter to Nominees
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

*

to be filed by amendment

Item 22. Undertakings

        (a) The undersigned hereby undertakes:

        (1) 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 of 1933;

        (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of notes offered (if the total dollar value of notes offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included

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in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the notes offered therein, and the offering of such notes at that time shall be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment any of the notes being registered which remain unsold at the termination of the offering.

        (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the notes being registered, we 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 Act and will be governed by the final adjudication of such issue.

        (c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) or 11 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AT&T CORP. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 9, 2002.

AT&T CORP.
By:	/s/  MARILYN J. WASSER Name: Marilyn J. Wasser Title:

        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 dates indicated.

Signature	Capacity	Date
Principal Executive Officer:
* C. Michael Armstrong	Chairman and Chief Executive Officer	May 9, 2002
Principal Financial Officer:
* Charles H. Noski	Senior Executive Vice President and Chief Financial Officer	May 9, 2002
Principal Accounting Officer:
* Nicholas S. Cyprus	Vice President and Controller	May 9, 2002

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DIRECTORS
* C. Michael Armstrong	Director	May 9, 2002
* J. Michael Cook	Director	May 9, 2002
* David W. Dorman	Director	May 9, 2002
* Kenneth T. Derr	Director	May 9, 2002
* M. Kathryn Eickhoff	Director	May 9, 2002
* George M.C. Fisher	Director	May 9, 2002
* Amos B. Hostetter, Jr.	Director	May 9, 2002
* Shirley A. Jackson	Director	May 9, 2002
* Donald F. McHenry	Director	May 9, 2002
* Charles H. Noski	Director	May 9, 2002
* Louis A. Simpson	Director	May 9, 2002

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* Michael I. Sovern	Director	May 9, 2002
* Sanford I. Weill	Director	May 9, 2002
Frank C. Herringer	Director	, 2002
Tony L. White	Director	, 2002

*By:
/s/  MARILYN J. WASSER Marilyn J. Wasser
(Attorney-in-Fact)

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EXHIBIT INDEX

Exhibit No.	Document
1	Registration Rights Agreement dated as of November 21, 2001 between AT&T and Credit Suisse First Boston, Goldman, Sachs & Co. Salomon Smith Barney, as Initial Purchasers
4	Indenture, dated as of November 21, 2001 between AT&T and the Trustee
5	Opinion of Robert S. Feit, Esq. with respect to the new notes*
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of KPMG LLP
23.3	Consent of KPMG LLP
23.4	Consent of PricewaterhouseCoopers LLP
24	Powers of Attorney
25	Statement of Eligibility of The Bank of New York, as Trustee, on Form T-1.
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Clients
99.4	Form of Letter to Nominees
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

*

To be filed by amendment

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QuickLinks

CALCULATION OF REGISTRATION FEE
TABLE OF CONTENTS
SUMMARY
AT&T Corp.
THE EXCHANGE OFFER
New Notes
Corporate Information
DESCRIPTION OF NOTES
MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES OF THE EXCHANGE OFFER
THE EXCHANGE OFFER
PLAN OF DISTRIBUTION
LEGAL MATTERS
INDEPENDENT AUDITORS
WHERE YOU CAN FIND MORE INFORMATION
GENERAL INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.
Item 21. Exhibits and Financial Statement Schedules
Item 22. Undertakings

SIGNATURES
EXHIBIT INDEX

EX-1

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Exhibit 1

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

Dated November 21, 2001

between

AT&T CORP.

and

THE INITIAL PURCHASERS

REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on November 21, 2001, between AT&T Corp., a New York corporation (the "Company"), and Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Salomon Smith Barney Inc. and the several Persons (as defined below) listed on Schedule I hereto (each, an "Initial Purchaser" and collectively, the "Initial Purchasers").

        This Agreement is made pursuant to the Purchase Agreement dated November 15, 2001, between the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $1,500,000,000 principal amount of the Company's 6.5% Senior Notes Due 2006, $2,750,000,000 principal amount of the Company's 7.30% Senior Notes Due 2011, $2,750,000,000 principal amount of the Company's 8.00% Senior Notes Due 2031, €1,500,000,000 principal amount of the Company's Floating Rate Senior Notes due 2003 and €2,000,000,000 6% Senior Notes due 2006 (the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1.    Definitions

        As used in this Agreement, the following capitalized defined terms shall have the following meanings:

        "1933 Act" shall mean the Securities Act of 1933, as amended from time to time.

        "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

        "AT&T Communications Services" or "CSI" shall mean the entity, if any, to be split off from the Company and comprising substantially all of the assets, businesses, joint ventures and investments making up the Company's business services and consumer services businesses.

        "Closing Date" shall mean the date of the closing as described in the Purchase Agreement.

        "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors.

        "CSI Indenture" shall mean the indenture between AT&T Communications Services and a trustee, similar to the Indenture, relating to the notes to be issued by AT&T Communications Services in connection with the Mandatory Exchange and the Voluntary Exchange as described in the Indenture, and as the same may be amended from time to time in accordance with the terms thereof.

        "CSI Notes" shall mean the notes issued by AT&T Communications Services under the CSI Indenture.

        "Dollar-denominated Securities" shall mean those of the Securities that are denominated in the U.S. dollar.

        "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

        "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

        "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements

2

to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

        "Exchange Securities" shall mean securities issued by the Company under the Indenture and CSI Notes issued under the CSI Indenture, in each case containing terms identical to the corresponding Registrable Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Registrable Securities or, if no such interest has been paid, from November 21, 2001 and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

        "Holder" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)).

        "Indenture" shall mean the Indenture relating to the Securities dated as of or around the date hereof between the Company and The Bank of New York, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

        "Initial Purchasers" shall have the meaning set forth in the preamble.

        "Issue Date" shall mean the date that the Securities are originally issued by the Company.

        "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.

        "Offering Circular" shall mean the final offering circular dated as of or around the date hereof prepared by the Company in connection with the Securities.

        "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

        "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

        "Purchase Agreement" shall have the meaning set forth in the preamble.

        "Registrable Securities" shall mean (x) the Dollar-denominated Securities and (y) in the event that AT&T Communications Services is split off from the Company before the consummation of the Exchange Offer Registration and the Shelf Registration and that the Mandatory Exchange as described in the Indenture takes place, the CSI Notes that shall result from such Mandatory Exchange and that shall not be transferable except pursuant to an effective registration statement under the 1933 Act or in reliance upon an exemption from the registration requirements thereunder; provided, however, that such Dollar-denominated Securities and CSI Notes shall cease

3

to be Registrable Securities (i) when a Registration Statement with respect to such Dollar-denominated Securities and CSI Notes shall have been declared effective under the 1933 Act and such Dollar-denominated Securities and CSI Notes shall have been disposed of pursuant to such Registration Statement, (ii) when such Dollar-denominated Securities and CSI Notes have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Dollar-denominated Securities and CSI Notes shall have ceased to be outstanding. CSI Notes issued in connection with a registered Voluntary Exchange as described in the Indenture shall not constitute Registrable Securities.

        "Registrant" shall mean the Company and AT&T Communications Services, except that (i) in the event that the Company elects not to pursue the split-off of AT&T Communications Services from the Company, Registrant shall mean the Company only; and (ii) in the event that AT&T Communications Services is split off from the Company before the Exchange Offer Registration or Shelf Registration, (a) with respect to the restricted CSI Notes resulting from the Mandatory Exchange as described in the Indenture, Registrant shall mean AT&T Communications Services only, and (b) in the case of a Voluntary Exchange offer as described in the Indenture, with respect to the Dollar-denominated Securities the Holders of which have not elected to participate in such Voluntary Exchange, Registrant shall mean the Company only.

        "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture and, where applicable, the CSI Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

        "Registration Statement" shall mean any registration statement of the Registrant that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

        "SEC" shall mean the Securities and Exchange Commission.

        "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.

        "Shelf Registration Statement" shall mean a "shelf" registration statement of the Registrant pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are

4

covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

        "Trustee" shall mean the trustee with respect to the Securities under the Indenture and, where applicable, the trustee with respect to the CSI Notes.

        "Underwriter" shall have the meaning set forth in Section 3 hereof.

        "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

        2.    Registration Under the 1933 Act.

        (a)  To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed within 180 days after the Issue Date an Exchange Offer Registration Statement covering the offer by the Registrant to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement be declared effective within 240 days after the Issue Date and remain effective until the closing of the Exchange Offer. The Company shall cause the Exchange Offer to commence promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its reasonable best efforts to have the Exchange Offer consummated within 270 days of the Issue Date. The Company shall cause the Exchange Offer to commence by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

          (i)  that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

        (ii)  the dates of acceptance for exchange (which shall be a period of at least 30 days from the date such notice is mailed) (the "Exchange Dates");

        (iii)  that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

        (iv)  that each Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date and (B) represent that (x) it is not an affiliate of the Company as defined in Rule 405 under the 1933 Act, (y) such Registrable Security was acquired in the ordinary course of its business and (z) at the time of the Exchange Offer, it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities; and

        (v)  that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Registrable Securities exchanged.

5

        As soon as practicable after the last Exchange Date, the Company shall:

          (i)  accept, or cause to be accepted, for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

        (ii)  deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange, issue or cause to be issued, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

        The Company shall use its reasonable best efforts to cause the Exchange Offer to be completed as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall cause the Initial Purchasers to be informed of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

        (b)  In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated within 270 days of the Issue Date or (iii) in the case of any Holder that participates in an Exchange Offer that has been completed, such Holder has not received, in the opinion of counsel for the Initial Purchasers, Exchange Securities on the Exchange Date that may be offered or sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company as defined in Rule 405 under the 1933 Act or as a broker-dealer), the Company shall (A) promptly cause to be delivered to the Holders written notice thereof and (B) use its reasonable best efforts to cause to be filed, at its sole expense, as soon as practicable after, and in no event later than 90 days after, such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement of the Registrant providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. In the event that a Shelf Registration Statement is required to be filed solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file, or cause to be filed, and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of two years (or, if Rule 144(k) is amended to provide a shorter restrictive period with respect to the Registrable Securities, such shorter period) after the Issue Date or such shorter period that will terminate when (A) all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (B) in the case of clause (ii) of the first sentence of this Section 2(b), when the Exchange Offer is consummated. The Company further agrees to cause the Shelf Registration Statement supplemented or amended if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with

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respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

        (c)  In the event that the Company proceeds to effect the Exchange Offer Registration or the Shelf Registration or both before the consummation of the split-off of AT&T Communications Services from the Company and that either (i) the Company has not abandoned the possibility of such split-off or (ii) the Notification Mailing Date as described in the Indenture has passed and the Mandatory Exchange Conditions as described in the Indenture were satisfied on such date, the Company shall procure the participation of AT&T Communications Services as a Registrant, together with the Company, in the Exchange Offer Registration and the Shelf Registration.

        (d)  In the event the split-off of AT&T Communications Services from the Company is contemplated, whether the split-off precedes the Exchange Offer Registration or the Shelf Registration or follows such a filing, the Company shall procure that, on or before the consummation of such a split-off, AT&T Communications Services join the Company as a signatory to this Agreement such that this Agreement shall apply mutatis mutandis to AT&T Communications Services with respect to any restricted CSI notes, provided that "Registrable Securities" vis-a-vis AT&T Communications Services shall only have the meaning ascribed to it by clause (y) of the definition of Registrable Securities, and provided further that if all the Dollar-denominated Securities are exchanged for CSI Notes or no Dollar-denominated Securities are outstanding, and AT&T Communications Services has become a party to this Agreement as described immediately above and assumed all obligations of the Company hereunder, the Company shall be released from this Agreement with respect to all obligations arising hereunder, including its indemnification and contribution obligations under Section 5 hereof. If a Voluntary Exchange (as described in the Indenture) occurs, and less than all the Dollar-denominated Securities are exchanged for CSI Notes, then the Company shall be released from its obligations arising under this Agreement only with respect to those Dollar-denominated Securities that have been exchanged for CSI Notes, and are thereafter discharged under the Indenture.

        (e)  The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a), Section 2(b) and Section 2(c). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement.

        (f)    An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

        In the event that (i) an Exchange Offer Registration Statement (or a Shelf Registration Statement pursuant to Section 2(b)) is not filed with the SEC on or prior to the 180^th day following the Issue Date, (ii) an Exchange Offer Registration Statement is not declared effective on or prior to the 240^th day following the Issue Date (unless a Shelf Registration Statement shall have been filed pursuant to Section 2(b)) or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective on or prior to the 270^th day following the Issue Date, the interest rate on the Registrable Securities will be increased by 0.25% per annum

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from and including the next day following the applicable period referred to in clauses (i) through (iii); provided that the interest rate on the Registrable Securities pursuant to the foregoing will in no event increase by more than 0.25% per annum in the aggregate; and provided further that if the Exchange Offer Registration Statement is not declared effective on or prior to the 240^th day following the Issue Date and the Company requests Holders of the Registrable Securities to provide the information as described in Section 3(p), the Registrable Securities held by Holders who do not deliver such information to the Company when so requested will not be entitled to any such increase in the interest rate for any day after the 240^th day following the Issue Date. Upon (A) the filing of an Exchange Offer Registration Statement after the 180-day period referred to in clause (i), (B) the effectiveness of an Exchange Offer Registration Statement after the 240-day period referred to in clause (ii) or (C) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 270-day period referred to in clause (iii), in each case the interest rate on the Registrable Securities from the day of such filing, effectiveness or consummation, as the case may be, shall be reduced to the original interest rate of the Dollar-denominated Securities as of the Issue Date.

        In the event that a Shelf Registration Statement is declared effective pursuant to Section 2(b) and the Company fails to keep such Shelf Registration Statement continuously effective or usable for resales for the period set forth in Section 2(b) due to any matter contemplated by Section 3(e)(v), and such failure continues for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on the Dollar-denominated Securities will be increased by 0.25% per annum from the 61^st day until the earlier of (x) the date that the Shelf Registration Statement is again deemed effective or is usable, (y) the date that is the second anniversary of the Issue Date (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period), or (z) the date as of which all the Dollar-denominated Securities are sold pursuant to the Shelf Registration Statement.

        (g)  Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof.

        3.    Registration Procedures.

        In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a), Section 2(b) and Section 2(c) hereof, the Company shall as expeditiously as possible:

        (a)  cause to be prepared and filed with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

        (b)  cause to be prepared and filed with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under

8

Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

        (c)  in the case of a Shelf Registration, furnish or cause to be furnished to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

        (d)  use its reasonable best efforts to cause the Registrable Securities registered or qualified under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

        (e)  in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, including (A) the fact that the Registration Statement or the related Prospectus contains an untrue statement of material fact or omits to state a material fact required or necessary in order to make the statements therein not misleading and (B) circumstances relating to pending corporate developments, public filings with the SEC and similar events that result in such Registration Statement not being continuously effective or usable for resales during the

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period set forth in Section 2(b) and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

        (f)    make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

        (g)  in the case of a Shelf Registration, furnish, or cause to be furnished to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

        (h)  in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities;

        (i)    in the case of a Shelf Registration, upon the occurrence of any matter contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to cause to be prepared and filed with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or cause to be filed any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has had the Prospectus amended or supplemented to correct such misstatement or omission. The Company will extend (A) the period set forth in Section 2(b) during which the Company is required to keep the Shelf Registration Statement effective and (B) the period set forth in Section 4(b)(i) during which Participating Broker-Dealers are authorized to use the Prospectus, by the number of days during the period from and including the date of the giving of such notice to and including the date when Holders receive copies of the supplemented or amended Prospectus necessary to permit resales of the Dollar-denominated Securities or to and including the date on which the Company has given notice that the sale of the Dollar-denominated Securities may be resumed, as the case may be;

        (j)    a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object, except for any amendment or supplement or document

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(a copy of which has been previously furnished to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)) which counsel to the Company shall advise the Company in writing is required in order to comply with applicable law;

        (k)  obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

        (l)    cause the Indenture or the CSI Indenture, as the case may be, to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture and the CSI Indenture as may be required for the Indenture and the CSI Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture and the CSI Indenture to be so qualified in a timely manner;

        (m)  in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;

        (n)  in the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

        (o)  if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and

        (p)  in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement)

11

addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

        In the case of a Shelf Registration Statement, (A) a Holder that sells Registrable Securities pursuant to such Shelf Registration Statement will be required to be named as a selling security holder in the related Prospectus and (B) the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing. The Company will not have any obligation to include in the Shelf Registration Statement any Holder that does not deliver such information to the Company.

        In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than two suspensions in effect during any 365 day period.

        The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.

        4.    Participation of Broker-Dealers in Exchange Offer.

        (a)  The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Dollar-denominated Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

        The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

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        (b)  In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:

          (i)  the Company shall not be required to cause the amendment or supplement of the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 240 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

        (ii)  the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Initial Purchasers or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (y) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

        (c)  The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to Section 4(b) above.

        5.    Indemnification and Contribution.

        (a)  The Company agrees to indemnify and hold each Initial Purchaser, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, harmless from and against any and all losses, claims, damages, and liabilities arising because any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) contained or is alleged to have contained any untrue statement of a material fact or omitted or is alleged to have omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except as to losses, claims, damages or liabilities caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished to the Company herein or otherwise in writing by or on behalf of any Initial Purchaser or any Holder for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

13

        (b)  Each Holder agrees, severally and not jointly, to indemnify and hold the Company, the Initial Purchasers and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement, and each Person who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, harmless from and against any and all losses, claims, damages and liabilities arising because any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) contained any untrue statement of a material fact or omitted or is alleged to have omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, which untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment thereto), including all documents incorporated therein by reference, or the Prospectus or any amendment or supplement thereto in reliance upon information furnished to the Company herein or otherwise in writing by or on behalf of such Initial Purchaser for use in connection with the preparation thereof.

        (c)  Upon the commencement of any action against any Person in respect of which indemnity may be sought on account of any indemnity agreement contained herein, such Person or any Person controlling such Person as aforesaid, will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party or parties otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party or parties shall be entitled to participate at its or their own expense in the defense of such action, or, if it or they so elect, to assume the defense of such action, and in the latter event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party or parties shall not elect to assume the defense of such action, such indemnifying party or parties will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include both the indemnifying party and the indemnified party and either (i) the indemnifying party or parties and indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, then the indemnifying party or parties shall not have the right to assume the defense of such action on behalf of such indemnified party or parties and will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them and satisfactory to the indemnifying party or parties, it being understood that the indemnifying party or parties shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such indemnified parties, which firm shall be designated in writing by Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Salomon Smith Barney Inc., jointly, in the case of an action in which one or more Initial Purchasers, or controlling persons are indemnified parties, by the Majority Holders in the case of an action in which the Holders, or controlling persons are indemnified parties, and by the Company in the case of an action in which the Company or any of its directors, officers or controlling persons are indemnified parties. The indemnifying party or parties shall not

14

be liable under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party or parties to such settlement.

        (d)  If the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to an indemnified party in respect of any losses, claims, damages, or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnified party or parties on the one hand and the indemnifying party or parties on the other in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this paragraph (d) shall be deemed to include, subject to the limitations set forth above in this Section 5, any legal or other expenses reasonably incurred by such indemnified party in connection with defending any such action or claim. Notwithstanding the provisions of this paragraph (d), no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities were sold by such Holder exceeds the amount of any damages which such Holder has been required to pay, otherwise than pursuant to this paragraph (d), by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(e) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

        The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

        6.    Miscellaneous.

        (a)  No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements.

        (b)  Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any

15

departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.

        (c)  Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the addresses set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

        All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

        (d)  Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

        (e)  Purchases and Sales of Registrable Securities. The Company shall not, and shall use its reasonable best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Registrable Securities.

        (f)    Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

        (g)  Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (h)  Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (i)    Governing Law. This Agreement shall be governed by the laws of the State of New York.

        (j)    Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	AT&T CORP.
	By:
		Name:
		Title:
Confirmed and accepted as of the date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION
By:
	Name:
	Title:
GOLDMAN, SACHS & CO.
By:
	(Goldman, Sachs & Co.)
SALOMON SMITH BARNEY INC.
By:
	Name:
	Title:

Acting severally on behalf of themselves and the several Initial Purchasers named herein

SCHEDULE I—INITIAL PURCHASERS

Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
Deutsche Banc Alex. Brown Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
BNP Paribas Securities Corp.
Caboto Holding SIM S.p.A.
First Union Securities, Inc.
HSBC Securities (USA) Inc.
Mizuho International plc
The Royal Bank of Scotland plc
Tokyo-Mitsubishi International plc
The Williams Capital Group, L.P.

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Exhibit 1

REGISTRATION RIGHTS AGREEMENT
SCHEDULE I—INITIAL PURCHASERS

EX-4

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Exhibit 4

EXECUTION COPY

AT&T Corp.
as Issuer

and

The Bank of New York
as Trustee
  

Indenture

Dated as of November 21, 2001

$1,500,000,000 6.50% Senior Notes Due November 15, 2006

$2,750,000,000 7.30% Senior Notes Due November 15, 2011

$2,750,000,000 8.00% Senior Notes Due November 15, 2031

€1,500,000,000 Floating Rate Senior Notes Due November 21, 2003

€2,000,000,000 6.00% Senior Notes Due November 21, 2006
  

TABLE OF CONTENTS

		Page
RECITALS
ARTICLE 1 Definitions and Incorporation by Reference
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	12
ARTICLE 2 The Securities
Section 2.01.	Form, Dating and Denominations; Legends	12
Section 2.02.	Execution and Authentication; Exchange Securities; Additional Securities	13
Section 2.03.	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	14
Section 2.04.	Replacement Securities	14
Section 2.05.	Outstanding Securities	15
Section 2.06.	Temporary Securities	15
Section 2.07.	Cancellation	15
Section 2.08.	CUSIP, CINS and ISIN Numbers	15
Section 2.09.	Registration, Transfer and Exchange	15
Section 2.10.	Restrictions on Transfer and Exchange	17
Section 2.11.	Temporary Offshore Global Securities	19
ARTICLE 3 Redemption
Section 3.01.	Optional Redemption	19
Section 3.02.	Redemption upon a Tax Event	19
Section 3.03.	Notice to Trustee	20
Section 3.04.	Selection of Securities to be Redeemed	20
Section 3.05.	Notice of Redemption	20
Section 3.06.	Effect of Notice of Redemption	21
Section 3.07.	Deposit of Redemption Price	21
ARTICLE 4 Covenants
Section 4.01.	Payment of Securities	21
Section 4.02.	Reports by the Company	22
Section 4.03.	Limitations on Liens	22
Section 4.04.	Limitations on Sales and Leasebacks	23
Section 4.05.	Waiver of Covenants	23
Section 4.06.	Additional Amounts	23
Section 4.07.	Statement as to Compliance, Statement by Officers as to Default	24
ARTICLE 5 Assignment & Successor Corporations
Section 5.01.	Consolidation, Merger, Sale or Conveyance	25
Section 5.02.	Assumption and Substitution	25
Section 5.03.	Opinion of Counsel	26
ARTICLE 6 Separation, Exchange & Repurchase Rights
Section 6.01.	Definitions	26
Section 6.02.	Notice of Separation	26
Section 6.03.	Mandatory Exchange	27
Section 6.04.	Conditions Precedent to Mandatory Exchange	27
Section 6.05.	Voluntary Exchange	28
Section 6.06.	Broadband Separation	28
Section 6.07.	Repurchase Right Prior to Separation	29

Section 6.08.	Repurchase Right upon Spin-Off	29
Section 6.09.	CSI Indenture	30
Section 6.10.	Release of Company upon Completion of Exchange	30
ARTICLE 7 Remedies of the Trustee and Securityholders on Event of Default
Section 7.01.	Events of Default; Acceleration of Maturity; Waiver of Default	31
Section 7.02.	Collection of Indebtedness by Trustee; Trustee May Prove Debt	32
Section 7.03.	Application of Proceeds	34
Section 7.04.	Limitation on Suits by Securityholders	34
Section 7.05.	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	35
Section 7.06.	Control by Securityholders; Waiver of Defaults	35
Section 7.07.	Right of Court to Require Filing of Undertaking to Pay Costs	35
ARTICLE 8 Trustee
Section 8.01.	Duties of Trustee	36
Section 8.02.	Rights of Trustee	37
Section 8.03.	Individual Rights of Trustee	38
Section 8.04.	Trustee Disclaimer	38
Section 8.05.	Notice of Default	38
Section 8.06.	Reports by Trustee to Holders	38
Section 8.07.	Compensation and Indemnity	38
Section 8.08.	Replacement of Trustee	39
Section 8.09.	Successor Trustee, Agents by Merger, etc	40
Section 8.10.	Eligibility; Disqualification	40
Section 8.11.	Preferential Collection of Claims Against Company	40
ARTICLE 9 Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys
Section 9.01.	Satisfaction and Discharge of Indenture	40
Section 9.02.	Defeasance upon Deposit of Moneys or U.S. Government Obligations	41
Section 9.03.	Application of Moneys Deposited	42
Section 9.04.	Repayment of Moneys Held	42
Section 9.05.	Return of Moneys Unclaimed for Two Years	42
Section 9.06.	Indemnity for Government Obligations	42
Section 9.07.	Discharge upon an Exchange	42
ARTICLE 10 Amendments and Waivers
Section 10.01.	Without Consent of Holders	43
Section 10.02.	With Consent of Holders	43
Section 10.03.	Compliance with Trust Indenture Act	44
Section 10.04.	Revocation and Effect of Consents	44
Section 10.05.	Notation on or Exchange of Securities	44
Section 10.06.	Trustee Protected	44
ARTICLE 11 Miscellaneous
Section 11.01.	Trust Indenture Act	44
Section 11.02.	Notices	45
Section 11.03.	Communication by Holders with Other Holders	45
Section 11.04.	Certificate and Opinion as to Conditions Precedent	46
Section 11.05.	Statements Required in Certificate or Opinion	46
Section 11.06.	Legal Holidays	46
Section 11.07.	Governing Law	46
Section 11.08.	No Adverse Interpretation of Other Agreements	46
Section 11.09.	No Recourse Against Others	46

Section 11.10.	When Treasury Securities Disregarded	46
Section 11.11.	Rules by Trustee, Paying Agent, Registrar	47
Section 11.12.	Execution in Counterparts	47
Section 11.13.	Judgment Currency	47
EXHIBITS
EXHIBIT A Form of Security
EXHIBIT B Restricted Legend
EXHIBIT C DTC Legend
EXHIBIT D Regulation S Certificate
EXHIBIT E Rule 144A Certificate
EXHIBIT F Certificate of Beneficial Ownership
EXHIBIT G Temporary Offshore Global Security Legend
EXHIBIT H Offering Circular

        INDENTURE, dated as of November 21, 2001, between AT&T Corp., a New York corporation (the "Company") and The Bank of New York, a New York banking corporation, as Trustee.

RECITALS

        The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of the Company's 6.50% Senior U.S.$ Notes Due November 15, 2006 (the "2006 U.S.$ Notes"), 7.30% Senior U.S.$ Notes Due November 15, 2011 (the "2011 U.S.$ Notes") and 8.00% Senior U.S.$ Notes Due November 15, 2031 (the "2031 U.S.$ Notes", and together with the 2006 U.S.$ Notes and the 2011 U.S.$ Notes, the "U.S. Dollar Notes"), and the Company's Floating Rate Senior € Notes Due November 21, 2003 (the "Floating Rate Notes") and 6.00%Senior € Notes November 21, 2006 (the "2006 Euro Notes", and together with the Floating Rate Notes the "Euro Notes") and, if and when issued, any Additional Securities, together with any Exchange Securities issued therefor as provided herein (all of the foregoing being collectively referred to herein as the "Securities"). All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Securities (in the case of the Additional Securities, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company, as hereinafter provided.

        This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

        For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE 1
Definitions and Incorporation by Reference

        Section 1.01.    Definitions

        "Additional Amounts" has the meaning ascribed to such term in Section 4.06(a).

        "Additional Interest" means Additional Registration Rights Interest and Additional Trigger Event Interest, if any.

        "Additional Registration Rights Interest" means additional interest owed to the Holders pursuant to a Registration Rights Agreement.

        "Additional Securities" means any Securities issued under this Indenture in addition to the Original Securities, including any Exchange Securities issued in exchange for such Additional Securities, having the same terms in all respects as the Original Securities except that interest will accrue on the Additional Securities from their date of issuance.

        "Additional Trigger Event Interest" means additional interest owed to the Holders pursuant to the terms of the Securities.

        "Adjusted EBITDA" means, for any period, operating income (or operating loss), excluding the operating income (or operating loss) of AT&T Latin America and At Home, plus, to the extent deducted in determining such operating income (or operating loss), the sum of (a) depreciation expense, (b) amortization expense, (c) restructuring and other charges and (d) asset impairment charges.

1

"Adjusted Indebtedness" means Indebtedness excluding Adjusted Indebtedness of AT&T Latin America and AT Home Corporation and Monetized Debt; provided that indebtedness shall exclude keep-wells or other similar agreements and guarantees of obligations for which cross-guarantees or cross-indemnifications from AT&T Wireless Services, Inc. Liberty Media Corporation, AT&T Corp., AT&T Broadband or CSI exist. Adjusted Indebtedness shall be calculated net of cash and cash equivalents on the date of determination other than cash and cash equivalents held by AT&T Latin America and At Home.

        "Affiliate" means any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Company.

        "Agent" means any Authenticating Agent, Paying Agent or Registrar.

        "Agent Member" means a member of, or a participant in, the Depositary.

        "Approved" with respect to a proposed Separation shall mean either (i) a proposed Separation that has been approved by Shareholder vote, or (ii) a determination by the Company that (A) a Shareholder vote is not required to approve a proposed Separation and (B) that the Company will consummate such Separation.

        "Approval Date" with respect to a proposed Separation means the date on which such proposed Separation is Approved, either by Shareholder vote, or by the Company.

        "At Home" means At Home Corporation, also known as Excite@Home.

        "Attributable Debt" means, as of the date of its determination, the present value (discounted semiannually at an interest rate implicit in the terms of the lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, laws, assessments and similar charges and for contingent rents (such as those based on sales), provided, however, that in the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, Attributable Debt shall mean the lesser of the present value of (a) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination and (b) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised).

        "Authenticating Agent" refers to a Person engaged to authenticate the Securities in the stead of the Trustee.

        "Authorized Newspaper" means a newspaper of general circulation, in the official language of the country of publication or in the English language. customarily published on each business day. Whenever successive weekly publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers. Initially, the Authorized Newspaper in The City of New York shall be The Wall Street Journal, and the Authorized Newspaper in Luxembourg shall be the Luxembourg Wort.

        "Board of Directors" means the Board of Directors of the Company or any duly authorized committee thereof.

        "Broadband" means AT&T's broadband business.

        "Broadband Separation" shall have the meaning provided in Section 6.01.

2

        "Business Day" means (i) with respect to the U.S. Dollar Notes, any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close and (ii) with respect to the Euro Notes, any day on which banks are open for business and carrying out transactions in euro in Luxemburg, and is a day on which TARGET system is operating. "Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee is principally administered.

        "Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit F.

        "Certificated Security" means a Security in registered individual form without interest coupons.

        "Clearstream" means Clearstream Banking, S.A.

        "Common Depositary" shall means a common depositary of Securities on behalf of Euroclear and Clearstream, and shall initially be The Bank of New York.

        "Company" means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Securities pursuant to Article 5.

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.

        "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

        "Consolidated Net Tangible Assets" means, at any date, the total assets appearing in the most recently prepared consolidated balance sheet of the Company and the Subsidiaries as of the end of the most recent fiscal quarter of the Company for which such balance sheet is available, prepared in accordance with generally accepted accounting principles, less (a) all current liabilities as shown on such balance sheet and (b) Intangible Assets. "Intangible Assets" means the value (net of any applicable reserves), as shown on or reflected in such balance sheet, of: (i) all trade names, trademarks, licenses, patents, copyrights and goodwill; (ii) organization costs; and (iii) deferred charges (other than prepaid items such as insurance, taxes, interest, commissions, rents and similar items and tangible assets being amortized); but in no event shall the term "Intangible Assets" include product development cost.

        "Corporate Trust Office" means the corporate trust office of the Trustee.

        "CSI" shall have the meaning provided in Section 6.01.

        "CSI Indenture" shall have the meaning provided for in Section 6.09(a).

        "CSI Securities" shall mean notes similar to the Securities issued by CSI pursuant to the CSI Indenture.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

3

        "Depositary" means the depositary of each Global Security, which will initially be DTC with respect to the U.S. Dollar Global Securities and Euroclear and Clearstream with respect to the Euro Global Securities.

        "DTC" means The Depository Trust Company, a New York corporation.

        "DTC Legend" means the legend set forth in Exhibit C.

        "Euro Global Security" means a Global Security representing Euro Securities.

        "Euroclear" means Euroclear Bank S.A./N.V., and its successors or assigns, as operator of the Euroclear System.

        "Exchange" shall have the meaning provided in Section 6.05(a).

        "Exchange Act" means the Securities Exchange Act of 1934.

        "Exchange Securities" means the Securities of the Company issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Securities or any Initial Additional Securities in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Securities or any Initial Additional Securities (except that (i) such Exchange Securities will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Registration Rights Interest will be eliminated).

        "Exchange Offer" means an offer by the Company to the Holders of the Initial Securities or any Initial Additional Securities to exchange outstanding Securities for Exchange Securities, as provided for in a Registration Rights Agreement.

        "Exchange Offer Registration Statement" means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

        "Fixed Rate Securities" shall mean all Securities excluding (i) the Floating Rate Securities, and (ii) any Additional Securities or Exchange Securities that are Floating Rate Securities.

        "Funded Debt" means any Indebtedness maturing by its terms more than one year from the date of the determination thereof, including any Indebtedness renewable or extendible at the option of the obligor to a date later than one year from the date of determination thereof.

        "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

        "Global Security" means a Security in registered global form without interest coupons.

        "Holder" or "Securityholder" means the registered holder of any Security.

        "Indebtedness" of any corporation means all indebtedness representing money borrowed which is created, assumed, incurred or guaranteed in any manner by such corporation or for which such corporation is otherwise responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds to or invest in, others).

        "Indenture" means this Indenture as amended or supplemented from time to time and shall include the forms and terms of the Securities established as contemplated hereunder.

        "Initial Additional Securities" means Additional Securities issued in an offering not registered under the Securities Act and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

        "Initial Interest Rate" (a) in the case of a Security, means the interest rate payable on such Security as indicated on the face of such Security when originally issued, and (b) in the case of any

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Exchange Security, means the Initial Interest Rate on the Security being replaced by such Exchange Security.

        "Initial Securities" means the Securities issued on the Issue Date and any Securities issued in replacement thereof, but not including any Exchange Securities issued in exchange therefor.

        "Initial Purchasers" means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Initial Securities by the Company.

        "interest", in respect of the Securities, unless the context otherwise requires, refers to interest and Additional Interest, if any.

        "Interest Payment Date" means (i) each May 15 and November 15 of each year, commencing May 15, 2002, with respect to the U.S. Dollar Notes, (ii) each November 21 of each year, commencing on November 21, 2002, with respect to the 2006 Euro Notes, and (iii) each February 21, May 21, August 21 and November 21 of each year, commencing on February 21, 2002, with respect to the Floating Rate Notes.

        "Issue Date" means the date on which the Original Securities are originally issued under this Indenture.

        "Lien" means any mortgage, pledge, security interest, lien, charge or other encumbrance, but shall not include any of the foregoing types of encumbrances that are incidental to the conduct of the business of the Company or any Restricted Subsidiary or the ownership of the property and assets of any of them and that were not incurred in connection with the incurrence of any Indebtedness. Such incidental encumbrances that are to be excluded from the term "Lien" include, without limitation: pledges or deposits made to secure obligations of the Company or a Restricted Subsidiary under workmen's compensation laws or similar legislation; liens imposed by law, such as materialmen's, mechanics', carriers', workmen's, vendors', repairmen's, or other like liens incurred in the ordinary course of business; governmental (federal, state or municipal) liens arising out of contracts for the purchase of products of the Company or a Restricted Subsidiary, and deposits or pledges to obtain the release of any of the foregoing liens; liens created by or resulting from any litigation or legal proceeding that is currently being contested in good faith by an appropriate proceedings; leases made or existing on Principal Property entered into in the ordinary course of business by the Company or a Restricted Subsidiary; landlords' liens under leases of Principal Property to which the Company or a Restricted Subsidiary is a party; zoning restrictions, easements, licenses or restrictions on the use of Principal Property or minor irregularities in the title thereto; deposits in connection with bids, tenders, contracts (other than for the payment of money) to which the Company or any Restricted Subsidiary is a party; deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary; deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters; deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party; and liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings.

        "Mandatory Exchange" shall have the meaning as provided in Section 6.03(a).

        "Mandatory Exchange Conditions" shall have the meaning as provided in Section 6.04(a).

        "Mandatory Residual Conditions" shall have the meaning as provided in Section 6.06(a).

        "Monetized Debt" of an entity shall mean Indebtedness of such entity or a non-operating subsidiary of such entity secured by capital stock of Persons not directly or indirectly controlled by such entity (collectively, the "Available Stock"), so long as the entity or such non-operating subsidiary of the entity has at all times sufficient Available Stock so that upon maturity or exchange prior to maturity it

5

may satisfy substantially all of the obligations arising under such Indebtedness (other than obligations to pay cash coupon amounts on such Indebtedness) solely by the delivery of Available Stock.

        "Moody's" shall mean Moody's Investors Service, Inc. or any successor rating agency.

        "Non-U.S. Person" means a Person that is not a U.S. person, as defined in Regulation S.

        "Notes Payable to AT&T" shall have the meaning provided in Section 6.04(a).

        "Notice of Default" shall have the meaning provided in Section 7.01(c).

        "Notification" shall have the meaning as provided in Section 6.02(a) as such term may be modified by Section 6.02(b).

        "Notification Mailing Date" shall have the meaning as provided in Section 6.02(a)(iii) as such term may be modified by Section 6.02(b).

        "Offering Circular" means the final offering circular dated November 15, 2001 relating to the Securities, attached as Exhibit H hereto.

        "Officer" means the Chairman of the Board of Directors, any Vice-Chairman of the Board of Directors, the President, any Vice-President (whether or not designated by a number or numbers, or a word or words added before or after the title Vice-President), the Treasurer, the Secretary or the Controller of the Company.

        "Officers' Certificate" means a certificate signed by two Officers or by any Officer and an Assistant Treasurer or Assistant Secretary of the Company.

        "Offshore Global Security" means a Global Security representing Securities issued and sold pursuant to Regulation S.

        "Opinion of Counsel" means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

        "Original Securities" means the Initial Securities and any Exchange Securities issued in exchange therefor.

        "Paying Agent" refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Securities.

        "Permanent Offshore Global Security" means an Offshore Global Security that does not bear the Temporary Offshore Global Security Legend.

        "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

        "Principal" whenever used with reference to the Securities or any portion thereof shall be deemed to include "and premium, if any."

        "Principal Property" means any land, land improvements, buildings and associated factory, laboratory, office and switching equipment (excluding all products marketed by the Company or any Subsidiary) constituting a manufacturing facility, development facility, warehouse facility, service facility, office facility or operating facility (including any portion thereof), which facility (a) is owned by or leased to the Company or any Restricted Subsidiary, (b) is located within the United States and (c) has an acquisition cost plus capitalized improvements in excess of 0.25% of Consolidated Net Tangible Assets as of the date of such determination, other than (i) any such facility, or portion thereof, which has been financed by obligations issued by or on behalf of a State, a Territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, the

6

interest on which is excludable from gross income of the holders thereof (other than a "substantial user" of such facility or a "related person" as those terms are used in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code")) pursuant to the provisions of Section 103 of the Code (or any similar provisions hereafter enacted) as in effect at the time of issuance of such obligations, (ii) any such facility which the Board of Directors may by resolution declare is not of material importance to the Company and the Restricted Subsidiaries taken as a whole and (iii) any such facility, or portion thereof, owned or leased jointly or in common with one or more persons other than the Company and any Subsidiary and in which the interest of the Company and all Subsidiaries does not exceed 50%.

        "Reference Euro Dealer" means any of Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Salomon Smith Barney Inc. or their respective successors, as selected by the Company.

        "Reference Euro Dealer Rate" means with respect to the Reference Euro Dealer and any redemption date, the midmarket annual yield to maturity, as determined by the Reference Euro Dealer, of the Bundesobligation 138 4¹/2% due August 18, 2006 or, if that security is no longer outstanding, a similar security in the reasonable judgment of the Reference Euro Dealer, at 11:00 a.m. (London time) on the fifth business day in London preceeding such redemption date, quoted in writing to the Trustee by such Reference Euro Dealer.

        "Reference Treasury Dealer" means each of Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Salomon Smith Barney Inc. plus two of the other initial purchasers of the Securities that are U.S. Government securities dealers and their respective successors or, if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), another nationally recognized investment banking firm that is a Primary Treasury Dealer to be substituted by the Company.

        "Register" has the meaning assigned to such term in Section 2.09.

        "Registrar" means a Person engaged to maintain the Register.

        "Registration Rights Agreement" means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the Initial Purchasers party thereto with respect to the Initial Securities, (ii) with respect to any Additional Securities, any registration rights agreements among the Company and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Securities to register such Additional Securities or exchange them for Securities registered under the Securities Act, and (iii) any registration rights agreement relating to rights given to Holders by CSI to register the CSI Securities or to participate in the registration of the Securities or Additional Securities if applicable.

        "Regular Record Date" for the interest payable on any Interest Payment Date means (i) the May 1 or November 1 next preceding such Interest Payment Date, with respect to the U.S. Dollar Notes, (ii) the November 1 next preceding such Interest Payment Date, with respect to the 2006 Euro Notes and (iii) the February 1, May 1, August 1 or November 1 next preceding such Interest Payment Date, with respect to the Floating Rate Notes, in each such case whether or not such date is a Business Day.

        "Regulation S" means Regulation S under the Securities Act.

        "Regulation S Certificate" means a certificate substantially in the form of Exhibit D hereto.

        "Remaining Scheduled Payments" means, with respect to each Security to be redeemed, the remaining scheduled payments of principal of and interest on such Security that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such Security, the amount of the next succeeding scheduled interest payment on such Security will be reduced by the amount of interest accrued on such Security to such redemption date.

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        "Reorganization" shall have the meaning as provided in Section 6.01.

        "Repurchase Date" shall mean, with respect to any Securities tendered to the Company for repurchase pursuant to Section 6.07 or 6.08, the date on which such tendered Securities are repurchased.

        "Repurchase Price" shall mean, with respect to any Security tendered to the Company for repurchase pursuant to Section 6.07 or 6.08, (i) 101% of the principal amount of such Security, plus (ii) any accrued and unpaid interest on such Security through the Repurchase Date.

        "Residual Company" shall have the meaning as provided in Section 6.06(a).

        "Residual Company Securities" shall have the meaning as provided in Section 6.06(a).

        "Responsible Officer", when used with respect to the Trustee, shall mean any vice-president, any trust officer, any assistant vice-president or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with a particular subject.

        "Restricted Legend" means the legend set forth in Exhibit B.

        "Restricted Period" means the relevant 40-day distribution compliance period as defined in Regulation S.

        "Restricted Subsidiary" means (a) any Subsidiary (i) which has substantially all its property within the United States of America, (ii) which owns or is a lessee of any Principal Property, and (iii) in which the investment of the Company and all other Subsidiaries exceeds 0.25% of Consolidated Net Tangible Assets as of the date of such determination; provided, however, that the term "Restricted Subsidiary" shall not include (A) any Subsidiary (x) primarily engaged in the business of purchasing, holding, collecting, servicing or otherwise dealing in and with installment sales contracts, leases, trust receipts, mortgages, commercial paper or other financing instruments and any collateral or agreements relating thereto, including in the business, individually or through partnerships, of financing (whether through long- or short-term borrowings, pledges, discounts or otherwise) the sales, leasing or other operations of the Company and the Subsidiaries or any of them, or (y) engaged in the business of financing the assets and operations of third parties; provided that notwithstanding (x) and (y) above, such Subsidiary shall be a Restricted Subsidiary if it owns, leases or operates any property which would qualify as Principal Property except as incidental to such financing business; or (B) any Subsidiary acquired or organized after April 1, 1986 for the purpose of acquiring the stock or business or assets of any person other than the Company or any Restricted Subsidiary, whether by merger, consolidation, acquisition of stock or assets or similar transaction analogous in purpose or effect, so long as such Subsidiary does not acquire by merger, consolidation, acquisition of stock or assets or similar transactions analogous in purpose or effect all or any substantial part of the business or assets of the Company or any Restricted Subsidiary; and (b) any other Subsidiary which is hereafter designated by the Board of Directors as a Restricted Subsidiary.

        "Rule 144A" means Rule 144A under the Securities Act.

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        "Rule 144A Certificate" means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Security (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

        "Rule 144A Global Security" means a Global Security that bears the Restricted Legend representing Securities issued and sold pursuant to Rule 144A.

        "S&P" shall mean Standard & Poor's Ratings Group or any successor rating agency.

        "Sale and Leaseback Transaction" means any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person, other than (a) temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (b) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; and (c) leases of Principal Property executed by the time of, or within 180 days after the latest of, the acquisition, the completion of construction or improvement (including any improvements on property which will result in such property becoming Principal Property), or the commencement of commercial operation of such Principal Property.

        "SEC" eans the Securities and Exchange Commission.

        "Secured Indebtedness" means (a) Indebtedness of the Company or a Restricted Subsidiary which is secured by any Lien upon any Principal Property or Restricted Securities and (b) Indebtedness of the Company or a Restricted Subsidiary in respect of any conditional sale or other title retention agreement covering Principal Property or Restricted Securities; but "Secured Indebtedness" shall not include any of the following:

        (i)    Indebtedness of the Company and the Restricted Subsidiaries outstanding on April 1, 1986, secured by then existing Liens upon, or incurred in connection with conditional sales agreements or other title retention agreements with respect to, Principal Property or Restricted Securities;

        (ii)  Indebtedness which is secured by (A) purchase money Liens upon Principal Property or Restricted Securities acquired after April 1, 1986, or (B) Liens placed on Principal Property after April 1, 1986, during construction or improvement thereof (including any improvements on property which will result in such property becoming Principal Property) or placed thereon within 180 days after the later of acquisition, completion of construction or improvement or the commencement of commercial operation of such Principal Property or improvement, or placed on Restricted Securities acquired after April 1, 1986, or (C) conditional sale agreements or other title retention agreements with respect to any Principal Property or Restricted Securities acquired after April 1, 1986 if (in each case referred to in this subparagraph (ii)) (x) such Lien or agreement secures all or any part of the Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of such Principal Property or improvement or Restricted Securities and (y) such Lien or agreement does not extend to any Principal Property or Restricted Securities other than the Principal Property or Restricted Securities so acquired or the Principal Property, or portion thereof, on which the property so constructed, or such improvement is located; provided, however, that the amount by which the aggregate principal amount of

9

Indebtedness secured by any such Lien or agreement exceeds the cost to the Company or such Restricted Subsidiary of the related acquisition, construction or improvement shall be considered to be "Secured Indebtedness";

        (iii)  Indebtedness which is secured by Liens on Principal Property or Restricted Securities, which Liens exist at the time of acquisition (by any manner whatsoever) of such Principal Property or Restricted Securities by the Company or a Restricted Subsidiary;

        (iv)  Indebtedness of Restricted Subsidiaries owing to the Company or any other Restricted Subsidiary and Indebtedness of the Company owing to any Restricted Subsidiary;

        (v)  in the case of any corporation which becomes (by any manner whatsoever) a Restricted Subsidiary after April 1, 1986, Indebtedness which is secured by Liens upon, or conditional sale agreements or other title retention agreements with respect to, its property which constitutes Principal Property or Restricted Securities, which Liens exist at the time such corporation becomes a Restricted Subsidiary;

        (vi)  guarantees by the Company of Secured Indebtedness and Attributable Debt of any Restricted Subsidiaries and guarantees by a Restricted Subsidiary of Secured Indebtedness and Attributable Debt of the Company and any other Restricted Subsidiaries;

        (vii) Indebtedness arising from any Sale and Leaseback Transaction;

        (viii)  Indebtedness secured by Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America, any State, Territory or possession thereof, or the District of Columbia, or any department, agency or instrumentality or political subdivision of the United States of America or any State, Territory or possession thereof, or the District of Columbia, or in favor of any other country or any political subdivision thereof, if such Indebtedness was incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; provided, however, that the amount by which the aggregate principal amount of Indebtedness secured by any such Lien exceeds the cost to the Company or such Restricted Subsidiary of the related acquisition or construction shall be considered to be "Secured Indebtedness"; and

        (ix)  the replacement, extension or renewal (or successive replacements, extensions or renewals) of any Indebtedness (in whole or in part) excluded from the definition of "Secured Indebtedness" by subparagraphs (i) through (viii) above; provided, however, that no Lien securing, or conditional sale or title retention agreement with respect to, such Indebtedness shall extend to or cover any Principal Property or any Restricted Securities, other than such property which secured the Indebtedness so replaced, extended or renewed (plus improvements on or to any such Principal Property); provided further, however, that to the extent that such replacement, extension or renewal increases the principal amount of Indebtedness secured by such Lien or is in a principal amount in excess of the principal amount of Indebtedness excluded from the definition of "Secured Indebtedness" by subparagraphs (i) through (viii) above, the amount of such increase or excess shall be considered to be "Secured Indebtedness".

In no event shall the foregoing provisions be interpreted to mean or their operation to cause the same Indebtedness to be included more than once is the calculation of "Secured Indebtedness" as that term is used in this Indenture.

        "Securities" has the meaning assigned to such term in the Recitals.

        "Securities Act" means the Securities Act of 1933.

        "Shareholders" shall have the meaning provided in Section 6.02(a).

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        "Separation" shall have the meaning provided in Section 6.01.

        "Separation Date" shall have the meaning provided in Section 6.01.

        "Shelf Registration Statement" means the Shelf Registration Statement as defined in a Registration Rights Agreement.

        "Spin-Off" shall have the meaning provided in Section 6.01.

        "Spin-Off Exchange Conditions" shall have the meaning provided in Section 6.08(a).

        "Stated Maturity" means (i) with respect to any Indebtedness, the date specified as the fixed date on which the final installment of principal of such Indebtedness is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Indebtedness, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

        "Subsidiary" means any corporation a majority of the Voting Shares of which are at the time owned or controlled, directly or indirectly, by the Company or by one or more Subsidiaries, or by the Company and one or more Subsidiaries.

        "TARGET" or "TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer System.

        "Temporary Offshore Global Security" means an Offshore Global Security that bears the Temporary Offshore Global Security Legend.

        "Temporary Offshore Global Security Legend" means the legend set forth in Exhibit G.

        "TIA" means the Trust Indenture Act.

        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        "Trustee" means the party named as such in this Indenture until a successor replaces it and thereafter means the successor.

        "Trust Indenture Act" means the Trust Indenture Act of 1939.

        "U.S. Dollar Global Security" means a Global Security representing U.S. Dollar Securities.

        "U.S. Government Obligations" means:

        (i)    direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged; or

        (ii)  obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation for the United States of America.

        "U.S. Holder" means a beneficial owner of a Security that is, for United States federal income tax purposes, (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (c) an estate or trust the income of which is subject to United States federal income taxation regardless

11

of its source or (d) any other Person whose income from a Security is effectively connected with the conduct of a United States trade or business.

        "Voluntary Exchange" shall have the meaning provided in Section 6.05(a).

        "Voting Shares" means as to shares of a particular corporation, outstanding shares of stock of any class of such corporation entitled to vote in the election of directors, excluding shares entitled so to vote only upon the happening of some contingency.

        Section 1.02.    Rules of Construction    Unless the context otherwise requires or except as otherwise expressly provided,

        (1)  a term has the meaning assigned to it;

        (2)  an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles, and, except as may otherwise be herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

        (3)  "or" is not exclusive;

        (4)  words in the singular include the plural, and words in the plural include the singular;

        (5)  "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

        (6)  all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;

        (7)  references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and

        (8)  in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2
The Securities

        Section 2.01.    Form, Dating and Denominations; Legends    (a) The Securities and the Trustee's certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Security will be dated the date of its authentication. The U.S. Dollar Securities will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. The Euro Securities will be issuable in denominations of €1,000 in principal amount and any multiple of €1,000 in excess thereof.

        (b)  (1) Except as otherwise provided in paragraph (c), Section 2.10(e) or Section 2.09(b)(4), each Initial Security or Initial Additional Security (other than a Permanent Offshore Security) will bear the Restricted Legend.

        (2)  Each U.S. Dollar Global Security, whether or not an Initial Security or Additional Security, will bear the DTC Legend.

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        (3)  Each Temporary Offshore Global Security will bear the Temporary Offshore Global Security Legend.

        (4)  Initial Securities and Initial Additional Securities offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).

        (5)  Exchange Securities will be issued, subject to Section 2.09(b), in the form of one or more Global Securities.

        (c)  (1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Security (or a beneficial interest therein) are effected in compliance with the Securities Act, or

        (2)  after an Initial Security or an Initial Additional Security is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer the Company may instruct the Trustee to cancel the Security and issue to the Holder thereof (or to its transferee) a new Security of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

        (d)  By its acceptance of any Security bearing the Restricted Legend (or any beneficial interest in such a Security), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Security (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Security (and any such beneficial interest) only in accordance with this Indenture and such legend.

        Section 2.02.    Execution and Authentication; Exchange Securities; Additional Securities    (a) An Officer shall execute the Securities for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security will still be valid.

        (b)  A Security will not be valid until the Trustee manually signs the certificate of authentication on the Security, with the signature conclusive evidence that the Security has been authenticated under this Indenture.

        (c)  At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver

        (i)    Initial Securities for original issue in the aggregate principal amounts specified by the Company,

        (ii)  Initial Additional Securities from time to time for original issue in aggregate principal amounts specified by the Company, and

        (iii)  Exchange Securities from time to time for issue in exchange for a like principal amount of Initial Securities or Initial Additional Securities after the following conditions have been met:

        (1)  Receipt by the Trustee of an Officers' Certificate specifying

        (A)  the amount of Securities to be authenticated and the date on which the Securities are to be authenticated,

        (B)  whether the Securities are to be Initial Securities or Additional Securities or Exchange Securities, and

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        (C)  other information the Company may determine to include or the Trustee may reasonably request.

        (2)  In the case of Initial Additional Securities, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Securities will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Securities were not issued.

        (3)  In the case of Exchange Securities, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers' Certificate to that effect). Initial Securities or Initial Additional Securities exchanged for Exchange Securities will be cancelled by the Trustee.

        Section 2.03.    Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust    (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 9) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights.

        (b)  The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Securities and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

        (c)  For so long as the Securities are listed on the Luxembourg Stock Exchange, the Company will appoint a Paying Agent in Luxembourg.

        (d)  The Company shall maintain in the Borough of Manhattan, the City of New York, State of New York an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt notice to the Trustee of the location, and any change in location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served to the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Securities may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt notice to the Trustee of any such designation or recission and of any change in the location of any such other office or agency.

        Section 2.04.    Replacement Securities    If a mutilated Security is surrendered to the Trustee or if a Holder claims that its Security has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Security is an additional obligation of the Company and entitled to the benefits of this Indenture. An indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the

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Company and the Trustee from any loss they may suffer if a Security is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Security. In case the mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Company in its discretion may pay the Security instead of issuing a replacement Security.

        Section 2.05.    Outstanding Securities    (a) Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for

        (1)  Securities cancelled by the Trustee or delivered to it for cancellation;

        (2)  any Security which has been paid pursuant to Section 2.04 and any Security which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser; and

        (3)  on or after the maturity date or any redemption date, those Securities payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

        (b)  Subject to Section 11.10, a Security does not cease to be outstanding because the Company or one of its Affiliates holds the Security

        Section 2.06.    Temporary Securities    Until definitive Securities are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Securities. Temporary Securities will be substantially in the form of definitive Securities but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Securities, as evidenced by the execution of the temporary Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities will be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for the purpose pursuant to Section 2.03(c), without charge to the Holder. Upon surrender for cancellation of any temporary Securities the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities will be entitled to the same benefits under this Indenture as definitive Securities.

        Section 2.07.    Cancellation    The Company at any time may deliver to the Paying Agent for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Paying Agent for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Trustee will forward to the Paying Agent any Securities surrendered to it for transfer, exchange or payment. The Paying Agent will cancel all Securities surrendered for transfer, exchange, payment or cancellation and deliver them to the Trustee to be disposed of in accordance with the Trustee's normal procedures or the written instructions of the Company; provided that the Trustee may not be required to destroy such Securities. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Paying Agent for cancellation.

        Section 2.08.    CUSIP, CINS and ISIN Numbers    The Company in issuing the Securities may use "CUSIP", "CINS" and "ISIN" numbers, and the Trustee will use CUSIP numbers, CINS or ISIN numbers in notices of redemption or exchange as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange. The Company will promptly notify the Trustee of any change in the CUSIP, CINS or ISIN numbers.

        Section 2.09.    Registration, Transfer and Exchange    (a) The Securities will be issued in registered form only, without coupons. Except under the circumstances described paragraph (b)(4), the Securities

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will be issued in global form only. The Company shall cause the Trustee to maintain a register (the "Register") of the Securities, for registering the record ownership of the Securities by the Holders and transfers and exchanges of the Securities.

        (b)  (1) Each Global Security will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

        (2)  Each Global Security will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Security (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated Securities may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.

        (3)  Agent Members will have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

        (4)  If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Security and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in such Global Security for one or more Certificated Securities in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Security will be deemed canceled. If such Security does not bear the Restricted Legend, then the Certificated Securities issued in exchange therefor will not bear the Restricted Legend. If such Security bears the Restricted Legend, then the Certificated Securities issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Security issued in exchange for a beneficial interest in a Temporary Offshore Global Security will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Security for a Certificated Security of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.

        (c)  Each Certificated Security will be registered in the name of the holder thereof or its nominee.

        (d)  A Holder may transfer a Security (or a beneficial interest therein) to another Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Trustee for the purpose; provided that

        (x)  no transfer or exchange will be effective until it is registered in such Register and

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        (y)  the Trustee will not be required (i) to issue, register the transfer of or exchange any Security for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of a partial redemption, that portion of any Security not being redeemed, or (iii) if a redemption is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Security on or after the Regular Record Date and before the date of redemption. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Security is registered as the owner and Holder thereof for all purposes (whether or not the Security is overdue), and will not be affected by notice to the contrary.

        From time to time the Company will execute and the Trustee will authenticate additional Securities as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

        No service charge will be imposed in connection with any transfer or exchange of any Security, but the Company may require payment of a sum sufficient to cover any taxes or other governmental charges payable in connection therewith (other than any taxes or other governmental charges payable upon exchange pursuant to paragraph (b)(4)).

        (e)(1) Global Security to Global Security.    If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

        (2)    Certificated Security to Certificated Security.    If a Certificated Security is transferred or exchanged for another Certificated Security, the Trustee will (x) cancel the Certificated Security being transferred or exchanged, (y) deliver one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Security (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

        Section 2.10.    Restrictions on Transfer and Exchange    (a) The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this Section, Section 2.09 and the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

        (b)  The transfer or exchange of any Security (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of the Restricted Legend.

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        (c)  The transfer or exchange of a beneficial interest in an Offshore Global Security for a beneficial interest in a Rule 144A Global Security may only be made upon receipt by the Trustee of a duly completed Rule 144A Certificate.

        (d)  The transfer or exchange of a beneficial interest in a Rule 144A Global Security for a beneficial interest in an Offshore Global Security may only be made upon receipt by the Trustee of a duly completed Regulation S Certificate.

        (e)  The transfer or exchange of a Certificated Security for another Certificated Security may only be made upon receipt by the Trustee of (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or an opinion of counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Security that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

        (f)    During the Restricted Period, beneficial interests in an Offshore Global Security may be held through the Depositary only through Euroclear and Clearstream, and their respective direct and indirect participants.

        (g)  The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Security (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

        (h)  No certification is required in connection with any transfer or exchange of any Security (or a beneficial interest therein)

          (i)  after such Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with a certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

        (ii)  (x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Security pursuant to an Exchange Offer.

        Any Certificated Security delivered in reliance upon this paragraph will not bear the Restricted Legend.

        The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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        Section 2.11.    Temporary Offshore Global Securities    (a) Each Security originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Securities that bear the Temporary Offshore Global Security Legend.

        (b)  An owner of a beneficial interest in a Temporary Offshore Global Security (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Security, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

        (c)  Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Security may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.

        (d)  Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Security, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Security, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Security by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Security by the amount of such beneficial interest.

ARTICLE 3
Redemption

        Section 3.01.    Optional Redemption    (a) The Fixed Rate Securities will be redeemable, as a whole or in part, at the Company's option, at any time or from time to time. The redemption price shall be equal to the greater of (1) 100% of the principal amount of the Securities to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to(i) the sum of the Treasury Rate and 35 basis points for the 2006 U.S.$ Notes, 40 basis points for the 2011 U.S.$ Notes and 45 basis points for the 2031 U.S.$ Notes, and (ii) the sum of the Reference Euro Dealer Rate and 25 basis points for the 2006 Euro Notes. In the case of each of clause (1) and (2), accrued interest will be payable to the redemption date.

        (b)  On and after the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before 11:00 a.m., New York City time, on the redemption date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price of an accrued interest on the Securities to be redeemed on such date.

        (c)  The Floating Rate Notes will not be redeemable pursuant to this Section 3.01.

        Section 3.02.    Redemption upon a Tax Event    If (i) the Company becomes or will become obligated to pay any Additional Amounts pursuant to Section 4.06(a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, any official position regarding the application or interpretation of such laws, regulations or rulings,

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which change or amendment is announced or becomes effective on or after the date hereof, or (ii) a taxing authority of the United States takes an action on or after the date hereof, whether or not with respect to the Company or any Affiliate, that results in a substantial probability that the Company will or may be required to pay any such Additional Amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Securities on any interest payment date at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to the Company, not including substitution of the obligor under the Securities. No redemption pursuant to clause (ii) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts under Section 4.06(a) and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer stating, that based on such opinion the Company is entitled to redeem the Securities pursuant to their terms.

        Section 3.03.    Notice to Trustee    In respect of any redemption pursuant to Sections 3.01 or 3.02, the Company shall notify the Trustee of the redemption date and the principal amount of the Securities to be redeemed. The Company shall give not less than 45 days advance notice to the Trustee before the redemption date or such lesser notice as shall be satisfactory to the Trustee.

        Section 3.04.    Selection of Securities to be Redeemed    Upon notice that less than all the Securities are to be redeemed, the Trustee shall thereupon select the Securities to be redeemed in such manner as the Trustee shall deem fair and appropriate, such selection to be made from Securities that are outstanding and that have not previously been called for redemption. Securities and portions of them selected by the Trustee shall be in amounts of $1,000 or integral multiples of $1,000 with respect to the U.S. Dollar Securities, and in amounts of €1,000 or integral multiples of €1,000 with respect to the Euro Securities. Provisions of the Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

        Section 3.05.    Notice of Redemption    (a) Not less than 30 days nor more than 90 days in the case of Section 3.01, and not less than 30 days nor more than 60 days in the case of Section 3.02, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities that are to be redeemed.

        (b)  Notice of redemption shall be published in an Authorized Newspaper in New York City, and if the Securities to be redeemed are listed on the Luxembourg Stock Exchange, Luxembourg, once in each of four successive calendar weeks, the first publication to be not less than 30 nor more than 90 days before the redemption date.

        (c)  All notices shall identify the Securities (including CUSIP, CINS or ISIN numbers) to be redeemed and shall state:

        (1)  the redemption date;

        (2)  the redemption price;

        (3)  if less than all the outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

        (4)  the name and address of the Paying Agent;

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        (5)  the Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; and

        (6)  that interest on Securities called for redemption ceases to accrue on and after the redemption date.

        At the Company's written request, the Trustee shall give the notice of redemption in the Company's name and at its expense.

        Section 3.06.    Effect of Notice of Redemption    Once notice of redemption is mailed or published, Securities called for redemption become due and payable on the redemption date. Upon surrender to the Paying Agent of such Securities, such Securities shall be paid at the redemption price plus accrued interest to the redemption date, but regular installments of interest due on or prior to the redemption date will be payable to the Holders of such Securities of record at the close of business on the relevant record dates.

        Section 3.07.    Deposit of Redemption Price    On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment date) interest accrued to the redemption date on all Securities to be redeemed on that date. Upon surrender of a Security that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder of that Security a new Security or Securities of the same form and the same date of maturity, interest rate, and original issue date in authorized denominations equal in aggregate principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4
Covenants

        Section 4.01.    Payment of Securities    (a) The Company agrees to pay the principal of and interest on the Securities on the dates and in the manner provided herein and in the Securities. Interest shall be paid on each interest payment date at the close of business on the relevant record date specified in the Securities.

        Notwithstanding anything contained herein to the contrary, the Company shall deposit payments on the Euro Notes with the Paying Agent no later than 11:00a.m., London time, on any payment date.

        (b)  An installment of principal or interest shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company or a Subsidiary) holds on that date money designated for and sufficient to pay the installment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it for the payment of principal or interest on the Securities and hold such money as a separate trust fund until paid to the Holders or otherwise disposed of as provided in this Indenture and an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

        (c)  Payments in respect of the Securities represented by the Global Securities are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Securities. With respect to Certificated Securities (in the event Securities are issued in such form pursuant to Section 2.09(b)(4)), the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder's registered address.

        (d)  At least 10 days prior to the first interest payment date with respect to the Securities, and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company

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will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal and interest on the Securities shall be made to Holders who are not U.S. persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders and the Company will pay to the Trustee or such Paying Agent such additional amounts as may be required pursuant to Section 4.06. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

        Section 4.02.    Reports by the Company    The Company covenants:

        (a)  to file with the Trustee, within 15 days after it is required to file the same with the SEC, copies of the annual reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which it may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or if it is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

        (b)  to file with the Trustee and the SEC, in accordance with the rules and regulations prescribed from time to time by the SEC, such additional information, documents, and reports with respect to compliance by it with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and

        (c)  to transmit by mail to all Holders, as the names and addresses of such Holders appear on the Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by it pursuant to paragraphs (a) and (b) of this Section 4.02 as may be required by rules and regulations prescribed from time to time by the SEC.

        Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

        Section 4.03.    Limitations on Liens    The Company will not create, assume, incur or guarantee, and will not permit any Restricted Subsidiary to create, assume, incur or guarantee, any Secured Indebtedness without making provision whereby all the Securities shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) so long as such Secured Indebtedness shall be outstanding unless such Secured Indebtedness, when added to (a) the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Securities are secured equally and ratably with (or prior to) such Secured Indebtedness and further not including in this computation any Secured Indebtedness which is concurrently being retired) and (b) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback

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Transactions entered into by the Company after April 1, 1986, or entered into by a Restricted Subsidiary after April 1, 1986, or, if later, the date on which it became a Restricted Subsidiary (not including in this computation any Attributable Debt which is concurrently being retired), would not exceed 15% of Consolidated Net Tangible Assets.

        Section 4.04.    Limitations on Sales and Leasebacks    The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless (a) the sum of (i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Company after April 1, 1986, or, or entered into by a Restricted Subsidiary after April 1, 1986, or, if later, the date on which it became a Restricted Subsidiary and (iii) the aggregate of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 15% of Consolidated Net Tangible Assets, or (b) an amount equal to the greater of (i) the net proceeds to the Company or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction and (ii) the amount of Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction is applied to the retirement of Funded Debt of the Company or any Restricted Subsidiaries (other than Funded Debt which is subordinate to the Securities or which is owing to the Company or any Restricted Subsidiaries) within 180 days after the consummation of such Sale and Leaseback Transaction.

        Section 4.05.    Waiver of Covenants    The Company may omit in any particular instance to comply with any covenant or condition set forth in Sections 4.03, 4.04 and 4.06 hereof with respect to the Securities if before or after the time for such compliance the holders of a majority in aggregate principal amount of the Securities at the time outstanding shall, by action of such Securityholders in accordance with this Indenture, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

        Section 4.06.    Additional Amounts    (a) The Company shall, subject to Section 4.06(b), pay as additional interest on the Securities such additional amounts (the "Additional Amounts") as are necessary so that the net payment by the Company or a Paying Agent of the principal of and interest on the Securities to a person that is not a U.S. Holder, after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof of therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of the Securities had no such withholding or deduction been required.

        (b)  The obligation of the Company to pay any Additional Amount under Section 4.06(a) shall not apply:

          (i)  to a tax, assessment or governmental charge that is imposed or withheld solely because the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder:

        (1)  is or was present or engaged in trade or business in the United States or has or had a permanent establishment in the United States;

        (2)  has a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

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        (3)  is or has been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

        (4)  is or was a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provision;

        (ii)  to any Holder that is not the sole beneficial owner of the Securities, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an Additional Amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;

        (iii)  to a tax, assessment or governmental charge that is imposed or withheld solely because the Holder or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Securities, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

        (iv)  to a tax, assessment or governmental charge that is imposed other than by withholding by the Company or a Paying Agent from the payment;

        (v)  to a tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

        (vi)  to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

      (vii)  where such withholding or deduction is imposed in respect of any Security on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

      (viii)    in respect of any Security presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting such Security to another Paying Agent; or

        (ix)  in the case of any combination of the above items.

        (c)  The Securities are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided under Section 4.06(a), there is no obligation of the Company to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority with respect or in connection with the Securities.

        Section 4.07.    Statement as to Compliance, Statement by Officers as to Default    The Company will deliver to the Trustee annually, commencing October 15, 2002, a certificate, from its principal executive officer, principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signer thereof the Company is in compliance (without regard to periods of grace or

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notice requirements) with all conditions and covenants under this Indenture, and if the Company shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge.

        The Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.

ARTICLE 5
Assignment & Successor Corporations

        Section 5.01.    Consolidation, Merger, Sale or Conveyance    Nothing contained in this Indenture or in the Securities shall prevent any consolidation of the Company with, or merger of the Company into, any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers to which the Company or its successors shall be a party or parties, or shall prevent any sale or conveyance of the property of the Company (including stock of subsidiaries) as an entirety or substantially as an entirety to any other corporation (whether or not affiliated with the Company) authorized to acquire and own or operate the same; provided, however, that the Company hereby covenants and agrees, that upon any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal of and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture, satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such consolidation, or into which the Company shall have been merged, or which shall have acquired such property.

        Section 5.02.    Assumption and Substitution    (a) In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, as the case may be, with the same effect as if it had been named herein.

        (b)  Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities issuable pursuant to the provisions of Article 2 which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, in the case of any such consolidation, merger, sale or conveyance of the Company, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for that purpose pursuant to such provisions. All the Securities so issued in accordance with this Section 5.02 shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

        In case of any such consolidation, merger, sale or conveyance, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

        (c)  Nothing contained in this Indenture or in any of the Securities shall prevent the Company from merging into itself any other corporation or entity (whether or not affiliated with the Company) or acquiring by purchase or otherwise all or any part of the property of any other corporation or entity (whether or not affiliated with the Company).

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        Section 5.03.    Opinion of Counsel    The Trustee, subject to the provisions of Sections 8.01 and 8.02, may receive an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this Article 5.

ARTICLE 6
Separation, Exchange & Repurchase Rights

        Section 6.01.    Definitions    With respect to this Article 6:

        "Reorganization" shall mean a transfer by the Company, at its election, of substantially all of the assets, businesses, joint ventures and investments comprising AT&T Business Services and AT&T Consumer Services businesses, together with certain other assets, into AT&T Communications Services, Inc. ("CSI").

        "Spin-Off" shall mean the spin-off of CSI from the Company's other businesses subsequent to the Reorganization.

        "Broadband Separation" shall mean the spin-off, sale, merger, separation or other disposition, by the Company, at its election, of Broadband.

        Either a Spin-Off or a Broadband Separation shall be a "Separation".

        The date on which any Separation is consummated is referred to as the "Separation Date".

        Section 6.02.    Notice of Separation    (a) In conjunction with the mailing of a proxy seeking approval by holders ("Shareholders") of each class of common stock or other securities of the Company entitled to vote with respect to a proposed Separation, or a determination pursuant to Section 6.02(c), Holders shall be provided written notice of the proposed Separation (the "Notification"). Such Notification shall be mailed to Holders prior to the date scheduled for a Shareholder vote regarding the Separation, and at least 30 days prior to the proposed date of the Separation.

        Such Notification shall include:

          (i)  a statement that the Company intends to pursue a Separation, and specifying whether the Separation shall take the form of a Spin-Off or a Broadband Separation;

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        (ii)  a statement as to whether on the date of mailing of the Notification (the "Notification Mailing Date"), (A) the Mandatory Exchange Conditions in the case of a proposed Spin-Off, or (B) the Mandatory Residual Conditions, in the case of a proposed Broadband Separation, are satisfied; and

        (iii)  either (A) in the case of a Shareholder vote, a copy of the proxy statement mailed to Shareholders (without materials related solely to the Shareholder meeting such as a proxy card or directions to such meeting), or (B) in the case of a determination pursuant to Section 6.02(c), historical financial statements of the Company and CSI, and pro forma financial statements of the Company, as appropriate.

        (b)  If subsequent to a Notification, the terms of a proposed Separation have changed such that the Company determines that a new Shareholder vote regarding the Separation is required, then a new Notification satisfying the requirements of Section 6.02(a) shall be mailed in conjunction with the mailing of such new Shareholder proxy regarding the new terms of the proposed Separation. In such an event, the term Notification Mailing Date shall refer to the date of mailing of such new Notification, and a new determination shall be made, on such new Notification Mailing Date, as to whether the Mandatory Exchange Conditions in the case of a Spin-Off, or the Mandatory Residual Conditions, in the case of a Broadband Separation, are satisfied prior to or on the Notification Mailing Date. An adjournment of a Shareholder vote shall not require a new Notification.

        (c)  If the Company makes a determination that it will consummate a Separation without obtaining a Shareholder vote, then Holders shall be mailed a Notification as described in Section 6.02(a), on a Notification Mailing Date that is at least 30 days prior to the proposed Separation Date.

        Section 6.03.    Mandatory Exchange    (a) If, in the case of a Spin-Off, (i) the Mandatory Exchange Conditions are satisfied prior to or on the Notification Mailing Date, and (ii) the Spin-Off Exchange Conditions (as defined in Section 6.08) are satisfied prior to or on the Separation Date, the notes will be subject to mandatory exchange for CSI Securities on the Separation Date (the "Mandatory Exchange").

        (b)  If the conditions of Section 6.03(a) are satisfied then neither the Company nor any Holder may elect not to participate in the Mandatory Exchange.

        Section 6.04.    Conditions Precedent to Mandatory Exchange    (a) The Mandatory Exchange will not occur unless each of the following conditions ("the "Mandatory Exchange Conditions") is satisfied prior to or on the Notification Mailing Date:

          (i)  CSI is expected to consist of substantially the same assets, liabilities and capitalization as described in the Offering Circular, except for (A) additions, dispositions and changes that occur in the ordinary course of business, (B) changes that arise related to the repayment or replacement of the intercompany "Notes Payable to AT&T" (described in the financial statements in the Offering Circular) with the Company's existing Indebtedness or newly issued notes or other third party Indebtedness, and (C) additions to the assets of CSI or additions to the Indebtedness of CSI, or both, in connection with an agreement to sell, merge, separate or otherwise dispose of Broadband, provided that (1) such additional Indebtedness does not exceed $5 billion, and (2) Adjusted Indebtedness to Adjusted EBITDA, on a pro forma basis after giving effect to such additions, for the last four fiscal quarters for which requisite financial information is available on the Notification Mailing Date, shall not exceed a ratio of 2.75 to 1.00.

        (ii)  CSI shall have obtained preliminary ratings for the CSI Securities of no lower than Baa3 from Moody's and BBB- from S&P; provided that (A) if the rating assigned to the CSI

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Securities by Moody's is Baa3 but not higher on the Notification Mailing Date, then this condition shall only be satisfied if, on such Notification Mailing Date, such rating is not under review for downgrade by Moody's, and (B) if the rating assigned to the CSI Securities by S&P is BBB- but not higher on the Notification Mailing Date, then this condition shall only be satisfied if, on such Notification Mailing Date, such rating is not on S&P CreditWatch with negative implications.

        (iii)  the Trustee shall have received an Officers' Certificate of the Company, dated the Notification Mailing Date, stating that the Mandatory Exchange Conditions have been satisfied.

        (b)  If the Mandatory Exchange Conditions are not satisfied prior to or on the Notification Mailing Date, but the proposed Spin-Off has been Approved, then each Holder will have a right to require the Company to repurchase such Holder's Securities pursuant to Section 6.07.

        (c)  If the Mandatory Exchange Conditions are satisfied prior to or on the Notification Mailing Date, then the Mandatory Exchange will occur if the Spin-Off Exchange Conditions are satisfied prior to or on the Separation Date.

        Section 6.05.    Voluntary Exchange    (a) If a Spin-Off has been Approved but the Mandatory Exchange Conditions are not satisfied prior to or on the Notification Mailing Date, then the Mandatory Exchange will not occur, and each Holder will have the option either (i) to have such Holder's Securities remain the obligations of the Company, or (ii) to participate in a voluntary exchange offer (which will be registered as to the U.S. Dollar Notes) in which such Holder may exchange its Securities for CSI Securities (the "Voluntary Exchange" and with the Mandatory Exchange, each an "Exchange").

        (b)  The CSI Securities issued pursuant to the Voluntary Exchange shall bear the same interest as the Securities for which they were exchanged, except that any Additional Registration Rights Interest being paid on a Security immediately prior to exchange through the Voluntary Exchange shall no longer be paid on any CSI Security issued in exchange for such Security.

        (c)  The Company and CSI shall have full discretion over the procedures of the Voluntary Exchange except that (i) with respect to the U.S. Dollar Notes, the Voluntary Exchange shall be a registered exchange offer conducted pursuant to a registration statement filed with the SEC and in compliance with the Exchange Act, and (ii) the Voluntary Exchange shall be commenced within 45 days of the Separation Date.

        Section 6.06.    Broadband Separation    (a) If the Company effects a Broadband Separation then each Holder will be deemed to have consented to having such Holder's Securities remain the obligation of the AT&T entity that will remain upon consummation of the Broadband Separation ("Residual Company") if each of the following conditions (the "Mandatory Residual Conditions") is satisfied prior to or on the Notification Mailing Date:

          (i)  the Company, pro forma for the proposed Broadband Separation, is expected to consist of substantially the same assets, liabilities and capitalization as those of CSI as described in the Offering Circular, except for (A) additions, dispositions and changes that occur in the ordinary course of business, (B) changes that arise relating to the repayment or replacement of the Notes Payable to AT&T with the Company's existing Indebtedness or newly issued notes or other third party Indebtedness, and (C) additions to the assets of Residual Company, or additions to the Indebtedness of Residual Company, or both, compared to the assets and Indebtedness of CSI described in the Offering Circular, in connection with the proposed Broadband Separation, provided that (1) such additional Indebtedness does not exceed $5 billion, and (2) Adjusted Indebtedness to Adjusted EBITDA, on a pro forma basis after giving effect to such additions, for the last four fiscal quarters for which requisite

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financial information is available on the Notification Mailing Date, shall not exceed a ratio of 2.75 to 1.00.

        (ii)  Residual Company or the Company shall have obtained preliminary ratings for the Securities, as obligations of Residual Company (the "Residual Company Securities"), of no lower than Baa3 from Moody's and BBB-from S&P; provided that (A) if the rating assigned to the Residual Company Securities by Moody's is Baa3 but not higher on the Notification Mailing Date, then this condition shall only be satisfied if, on such Notification Mailing Date, such rating is not under review for downgrade by Moody's, and (B) if the rating assigned to the Residual Company Securities by S&P is BBB- but not higher on the Notification Mailing Date, then this condition shall only be satisfied if, on such Notification Mailing Date, such rating is not on S&P CreditWatch with negative implications.

        (iii)  the Trustee shall have received an Officers' Certificate of the Company, dated the Notification Mailing Date, stating that the Mandatory Residual Conditions have been satisfied.

        (b)  If the Mandatory Residual Conditions are not satisfied prior to or on the Notification Mailing Date, but the proposed Broadband Separation is Approved, then each Holder will have a right to require the Company to repurchase such Holder's Securities pursuant to Section 6.07.

        Section 6.07.    Repurchase Right Prior to Separation    (a) Each Holder shall have the right to require the Company to repurchase, at the Repurchase Price, such Holder's Securities if a Separation is Approved, but either (i) the Mandatory Exchange Conditions were not satisfied prior to or on the Notification Mailing Date in the case of a Spin-Off, or (ii) the Mandatory Residual Conditions were not satisfied prior to or on the Notification Mailing Date in the case of a Broadband Separation.

        (b)  Within five Business Days of an Approval Date, the Company shall mail to Holders notice (i) stating that the Holders have acquired a repurchase right pursuant to Section 6.07, and (ii) specifying in reasonable detail the procedures for tendering Securities to be repurchased by the Company.

        (c)  If Holders shall have acquired a right to require repurchase of Securities pursuant to this Section 6.07, each Holder shall have at least 30 days from the date of mailing of the notice pursuant to Section 6.07(b) to notify the Company of such Holder's intention to require the Company to repurchase such Holder's Securities.

        (d)  The Company shall repurchase any properly tendered Securities, at the Repurchase Price, by the earlier to occur of (i) the Separation Date, or (ii) 90 days from the end of the period in which Holders are allowed to tender Securities for repurchase.

        Section 6.08.    Repurchase Right upon Spin-Off    (a) In the case of a Spin-Off, the Mandatory Exchange shall not occur, and Holders will have the right to require the Company to repurchase their Securities at the Repurchase Price pursuant to Section 6.08 if each of the following conditions (the "Spin-Off Exchange Conditions") is not satisfied prior to or on the Separation Date:

          (i)  CSI shall have become a public reporting company, subject to the reporting requirements of the Exchange Act.

        (ii)  CSI shall have entered into the CSI Indenture.

        (iii)  The Trustee shall have received an officers' certificate from CSI, dated the Separation Date, relating to its corporate existence, and the corporate authority for and validity of its issuance of the CSI Securities to be exchanged for the Securities.

        (iv)  there shall not be continuing any Event of Default under this Indenture, and the issuance of the CSI Securities shall not immediately result in an event of default under the CSI Indenture.

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        (b)  if in the case of a Spin-Off any of the Spin-Off Exchange Conditions is not satisfied prior to or on the Separation Date, then within five Business Days of the Separation Date the Company shall mail to Holders a notice (i) stating that the Holders have acquired a repurchase right pursuant to this Section 6.08, and (ii) specifying in reasonable detail the procedures for tendering Securities to be repurchased by the Company.

        (c)  If Holders shall have acquired a right to require repurchase of Securities pursuant to this Section 6.08, each Holder shall have at least 30 days from the date of mailing of the notice pursuant to Section 6.08(b) to notify the Company of such Holder's intention to require the Company to repurchase such Holder's Securities.

        (d)  The Company shall repurchase any properly tendered Securities, at the Repurchase Price, within 90 days from the end of the period in which Holders are allowed to tender Securities for repurchase.

        (e)  Each Holder of Securities is deemed, by virtue of having acquired such Securities, to have expressly and irrevocably consented to the Mandatory Exchange at any time after which (i) the Mandatory Exchange Conditions are satisfied prior to or on the Notification Mailing Date, and (ii) the Spin-Off Exchange Conditions are satisfied prior to or on the Separation Date.

        Section 6.09.    CSI Indenture    (a) "CSI Indenture" shall refer to an indenture similar to this Indenture pursuant to which the CSI Securities will be issued in exchange for either (i) all of the outstanding Securities in the case of a Mandatory Exchange, or (ii) any Securities tendered for exchange pursuant to a Voluntary Exchange.

        (b)  The CSI Securities shall be substantially identical in all material respects to the Securities, including principal amounts, maturity, interest rates and interest payment dates, except that (i) CSI shall be substituted for the Company as "Company" under the CSI Securities, and (ii) the CSI Securities will not be subject to repurchase rights or voluntary or mandatory exchange for other securities.

        (c)  Except as provided for in Section 6.05(b), with respect to the exchange of CSI Securities for outstanding Securities, the interest rate initially payable on any CSI Security immediately upon its issuance shall equal the interest rate payable on the Security for which that CSI Security was exchanged immediately prior to the Exchange, and the Initial Interest Rate on such CSI Security shall be equal to the interest rate indicated on the face of the Security being replaced by such CSI Security.

        Section 6.10.    Release of Company upon Completion of Exchange

        (a)  Upon completion of the Mandatory Exchange the Company shall be discharged, subject to the provisions of Section 9.07, with respect to its obligations under this Indenture and the Securities, including obligations for the payment of principal and interest on the Securities.

        (b)  Upon completion of the Voluntary Exchange the Company shall be discharged, subject to the provisions of Section 9.07, of its obligations with respect to any Securities exchanged for CSI Securities, but the Company's obligations under this Indenture shall remain intact with respect to any outstanding Securities not tendered for and successfully exchanged pursuant to the Voluntary Exchange.

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ARTICLE 7
Remedies of the Trustee and Securityholders on Event of Default

        Section 7.01.    Events of Default; Acceleration of Maturity; Waiver of Default    In case one or more of the following Events of Default shall have occurred and be continuing with respect to the Securities ("Events of Default"), that is to say:

        (a)  default in the payment of any installment of interest (including any Additional Interest and Additional Amounts) upon any of the Securities as and when the same shall become due and payable, and continuance of such default for a period of 90 days; or

        (b)  default in payment of the principal of any of the Securities as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or

        (c)  failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Securities, in this Indenture or in any supplemental indenture, for a period of 90 days after the date on which written notice of such failure (specified as a "Notice of Default"), requiring the Company to remedy the same, shall have been given to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty-five percent in aggregate principal amount of the Securities at the time outstanding; or

        (d)  a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of the Company or ordering the winding up or liquidation of either of their affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

        (e)  the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of the Company or make any general assignment for the benefit of creditors; or the Company shall admit in writing its inability to pay its debts generally as they become due, or corporate action shall be taken by the Company in furtherance of any of the aforesaid purposes;

then and in each and every such case, unless the principal of all Securities shall have already become due and payable, either the Trustee or the Holders of not less than twenty-five percent in aggregate principal amount of the Securities then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the principal of all the Securities to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in any supplemental indenture to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay, or shall deposit with the Trustee a sum sufficient to pay, all matured installments of interest upon all the Securities and the principal of any and all Securities which shall have become due otherwise than by declaration, with interest upon such principal and (to the extent that payment of such interest is enforceable under applicable law) upon any overdue installments of interest at the same rate of interest specified in the Securities, to the date of such payment or deposit, and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as

31

a result of its negligence or bad faith, and if any and all defaults under this Indenture with respect to the Securities, other than the nonpayment of the principal of the Securities which shall have become due by declaration, shall have been remedied—then and in every such case the Holders of a majority in aggregate principal amount of the Securities then outstanding by written by notice to the Company and to the Trustee may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission or annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

        In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Holders shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Holders shall continue as though no such proceedings had been taken.

        Section 7.02.    Collection of Indebtedness by Trustee; Trustee May Prove Debt    (a) The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any of the Securities, as and when the same shall become due and payable, and such default shall have continued for a period of 90 days, or (2) in case default shall be made in the payment of the principal of any of the Securities when the same shall have become due and payable, whether upon maturity or upon redemption or upon declaration or otherwise—then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all Securities for principal and interest, with interest upon any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon any overdue installments of interest at the same rate as the rate of interest specified in the Securities, and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith.

        (b)  In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities wherever situated the moneys adjudged or decreed to be payable.

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        (c)  In case there shall be pending proceedings relative to the Company or any other obligor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company or other obligor upon the Securities, or to the creditors or property of the Company or such other obligor, (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf and any receiver, assignee, liquidator, custodian, trustee or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith.

        (d)  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

        (e)  All rights of action and to assert claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken.

        (f)    In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any holders of such Securities parties to any such proceedings.

        (g)  In the case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in

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equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or otherwise, and the Trustee may enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

        Section 7.03.    Application of Proceeds    Any moneys collected by the Trustee pursuant to Section 7.02 in respect of any Securities shall be applied in the order following, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities in respect of which moneys have been collected and making a notation thereon the payment if only partially paid, and upon surrender thereof if fully paid:

        First:    To the payment of costs and expenses of collection, reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith;

        Second:    In case the principal of the Securities in respect of which moneys have been collected shall not have become due, to the payment of interest on the Securities in default, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest, at the same rate as the rate of interest specified in the Securities, such payments to be made ratably to the persons entitled thereto;

        Third:    In case the principal of the Securities in respect of which moneys have been collected shall have become due by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon all of the Securities for principal and interest, with interest on the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, at the same rate as the rate of interest specified in the Securities, and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Securities over any other Securities, ratably to the aggregate of such principal and interest; and

        Fourth:    To the Company.

        Section 7.04.    Limitation on Suits by Securityholders    (a) No Holder of any Securities shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Securities then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 7.06; it being understood and intended and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee that no one or more holders of Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities. For the protection and enforcement of the provisions of this Section 7.04, each

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and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

        (b)  Notwithstanding any other provision in this Indenture or any provision of any Security, the right of any Holder to receive payment of the principal and interest on such Security, or any redemption date or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

        Section 7.05.    Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default    All powers and remedies given by this Article 7 to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Securityholders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of the Securities in exercising any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver or any such default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article 7 or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

        Section 7.06.    Control by Securityholders; Waiver of Defaults    The holders of a majority in aggregate principal amount of the Securities at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of the Holders not joining in the giving of said direction, it being understood that (subject to Section 8.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders. Prior to the declaration of the maturity of the Securities as provided in Section 7.01, the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may on behalf of the holders of all the Securities waive any past default hereunder with respect to such Securities and its consequences, except a default in the payment of the principal of or interest on any of the Securities. In the case of any such waiver, the Company, the Trustee and the holders of the Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

        Section 7.07.    Right of Court to Require Filing of Undertaking to Pay Costs    All parties to this Indenture agree, and each Holder of any Security, by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having the due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this

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Section 7.07 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than ten percent in principal amount of the Securities outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security.

ARTICLE 8
Trustee

        Section 8.01.    Duties of Trustee

        (a)  If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers under this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

        (b)  Except during the continuance of an Event of Default:

        (1)  The Trustee need perform only those duties that are specifically set forth in the Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee.

        (2)  In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

        (c)  The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

        (1)  This paragraph does not limit the effect of paragraph (b) of this Section.

        (2)  The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

        (3)  The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.06.

        (d)  Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section.

        (e)  No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

        (f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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        Section 8.02.    Rights of Trustee    Except as otherwise provided in Section 8.01:

        (a)  the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties:

        (b)  any request, direction, order, demand, notice or other communication of the Company mentioned herein shall be sufficiently evidenced by an order of the Company and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a copy thereof certified by a Secretary or an Assistant Secretary of the Company;

        (c)  the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

        (d)  the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;

        (e)  the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

        (f)    the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

        (g)  the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

        (h)  the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

        (i)    the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

        (j)    the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

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        Section 8.03.    Individual Rights of Trustee    The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 8.10 and 8.11.

        Section 8.04.    Trustee Disclaimer    The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities. It shall not be accountable for the Company's use of the proceeds from the Securities or for moneys paid over to the Company pursuant to the Indenture, and it shall not be responsible for any statement in the Securities other than its certificate of authentication.

        Section 8.05.    Notice of Default    If a Default occurs and is continuing with respect to the Securities and if it is known to the Trustee, the Trustee shall mail to each Holder entitled to receive reports pursuant to Section 4.02(c) (and shall cause to be published at least once in an Authorized Newspaper in The City of New York, and if such Securities are listed on the Luxembourg Stock Exchange, Luxembourg) notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of the principal of or interest on the Securities, the Trustee may withhold the notice if and so long as its Board of Directors, the executive Committee, or a Trust Committee of directors or Responsible Officers in good faith determines that withholding such notice is in the interests of Securityholders.

        Section 8.06.    Reports by Trustee to Holders

        (a)  Within 60 days after each October 15 beginning with the October 15 following the date of this Indenture, the Trustee shall mail to each Securityholder entitled to receive reports pursuant to Section 4.02(c) a brief report dated as of such date that complies with TIA §313(a). The Trustee also shall comply with TIA §313(b), if applicable.

        (b)  At the time that it mails such a report to Securityholders, the Trustee shall file a copy of that report with the SEC and with each stock exchange on which the Securities are listed. The Company shall provide written notice to the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.

        Section 8.07.    Compensation and Indemnity

        (a)  The Company shall pay to the Trustee from time to time such compensation for its services as is agreed upon in writing between the Company and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it in connection with the performance of its duties under this Indenture. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel.

        (b)  The Company shall indemnify the Trustee against any loss or liability incurred by it arising out of or in connection with its acceptance or administration of the trust or trusts hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

        (c)  The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith.

        (d)  To secure the payment obligations of the Company pursuant to this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

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        (e)  If the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(d) or (e) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal bankruptcy, insolvency or related law.

        (f)    The provisions of this Section 8.07 shall survive the termination of this Indenture.

        Section 8.08.    Replacement of Trustee

        (a)  The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section.

        (b)  The Trustee may resign with respect to the Securities by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee with respect to the Securities by so notifying the Trustee and the Company in writing and may appoint a successor Trustee for the Securities with the Company's consent. The Company may remove the Trustee with respect to Securities if:

        (1)  the Trustee fails to comply with Section 8.10;

        (2)  the Trustee is adjudged a bankrupt or an insolvent;

        (3)  a receiver or public officer takes charge of the Trustee or its property or;

        (4)  the Trustee becomes incapable of acting.

        (c)  If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities, the Company shall promptly appoint a successor Trustee for the Securities.

        (d)  If a successor Trustee with respect to the Securities does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

        (e)  If the Trustee fails to comply with Section 8.10, any Securityholder may petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee.

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        (f)    A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee for the Securities shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to all Securities for which the successor Trustee is to be acting as Trustee under this Indenture. The retiring Trustee shall promptly transfer all property held by it as Trustee with respect to the Securities to the successor Trustee subject to the lien provided for in Section 8.07. The Company shall give notice of each appointment of a successor Trustee for the Securities by publishing notice of such event once in an Authorized Newspaper in The City of New York, and if Securities are listed on the Luxembourg Stock Exchange, Luxembourg, and by mailing written notice of such event by first-class mail to the Holders entitled to receive reports pursuant to Section 4.02(c).

        (g)  All provisions of this Section 8.08 except subparagraphs (b)(1) and (e) and the words "subject to the lien provided for in Section 8.07" in subparagraph (f) shall apply also to any Paying Agent located outside the U.S. and its possessions.

        (h)  In case of the appointment hereunder of a successor Trustee with respect to the Securities, the Company, the retiring Trustee and such successor Trustee shall execute and deliver a supplemental indenture wherein such successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities.

        Section 8.09.    Successor Trustee, Agents by Merger, etc    If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business assets to, another corporation, the successor corporation, without any further act, shall be the successor Trustee or Agent, as the case may be.

        Section 8.10.    Eligibility; Disqualification    This Indenture shall always have a trustee with respect to each Series of Securities who satisfies the requirement of TIA §310(a)(1). The Trustee shall always have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.

        The Trustee is subject to TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9), except that there shall be excluded from the operation of TIA §310(b)(1) all indentures of the Company now or hereafter existing which may be excluded under the proviso of TIA §310(b)(1). Trusteeship under two or more indentures will be deemed a conflict unless the exceptions provided in TIA §310(b) for trusteeships under two or more indentures apply.

        Section 8.11.    Preferential Collection of Claims Against Company    The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated.

ARTICLE 9
Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys

        Section 9.01.    Satisfaction and Discharge of Indenture    If at any time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.04), or (b) in the case of any Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under

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arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 9.05, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Securities (except as to the provisions applicable to transfers and exchanges of Securities and the obligations of the Company to the Trustee under Section 8.07 which shall survive) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

        Section 9.02.    Defeasance upon Deposit of Moneys or U.S. Government Obligations    In the case of any Securities the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (1) below at the Company's option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Securities on the 91^st day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.04, 4.06 and 5.01 with respect to the Securities at any time after the applicable conditions set forth below have been satisfied:

        (1)  the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii) sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of, and interest on, the outstanding Securities on the dates such installments of interest or principal are due;

        (2)  if the Securities are then listed on the New York Stock Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this paragraph would not cause such Securities to be delisted;

        (3)  no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing as the date of such deposit;

        (4)  the Company shall have delivered to the Trustee an opinion of independent counsel satisfactory to the Trustee to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which opinion may, but is not required to, include or be based upon a ruling to that effect received from or published by the Internal Revenue Service.

        "Discharged" means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under the Securities and to have satisfied all the

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obligations under this Indenture relating to the Securities (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights of holders of the Securities to receive, from the trust fund described in clause (1) above, payment of the principal of and the interest on such Securities when such payments are due; (B) the Company's obligations with respect to such Securities under Sections 2.03, 2.04, 2.06, 2.09, 2.10, and 8.03 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

        Section 9.03.    Application of Moneys Deposited    All moneys deposited with the Trustee pursuant to Section 9.01 or 9.02 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the Holders for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due, and to become due thereon for principal and interest.

        Section 9.04.    Repayment of Moneys Held    In connection with the satisfaction and discharge of this Indenture with respect to the Securities, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to such Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

        Section 9.05.    Return of Moneys Unclaimed for Two Years    Any moneys deposited with or paid to the Trustee or any Paying Agent pursuant to any provision of this Indenture for payment of the principal of or interest on the Securities and not applied but remaining unclaimed for two years after the date upon which the principal of or interest on such Securities shall have become due and payable, shall be repaid to the Company by the Trustee or the Paying Agent on written demand; and the Holder of any of the Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect and all liability of the Trustee or any Paying Agent with respect to such moneys shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment with respect to moneys deposited with it for any payment shall at the expense of the Company, mail by first-class mail to holders of such Securities at their addresses as they shall appear on the Register, and shall at the expense of the Company cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and if the Securities are listed on the Luxembourg Stock Exchange, once in an Authorized Newspaper in Luxembourg, notice, that such moneys remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

        Section 9.06.    Indemnity for Government Obligations    The Company shall pay and shall indemnify the Trustee and each Securityholder in respect of which the deposit shall have been made against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such obligations.

        Section 9.07.    Discharge upon an Exchange    (a) If at any time in connection with a Mandatory Exchange pursuant to Section 6.03 the Company shall have either (i) delivered to the Trustee cancelled or for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.04), or (ii) delivered to the Trustee an Officers' Certificate stating that the Mandatory Exchange has been completed and all outstanding Securities have been replaced by CSI Securities, then this Indenture shall cease to be of further effect with respect to the Securities that shall have been replaced by CSI Securities (except as to the obligations of the Company to the Trustee under Section 8.07 which shall survive) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

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        (b)  If at any time in connection with a Voluntary Exchange pursuant to Section 6.05 the Company shall have delivered to the Trustee cancelled or for cancellation all Securities tendered, received and exchanged for CSI Securities pursuant to such Voluntary Exchange (the "Tendered Securities"), then this Indenture shall cease to be of further effect with respect to the Tendered Securities that shall have been replaced by CSI Securities (except as to the obligations of the Company to the Trustee under Section 8.07 which shall survive) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Tendered Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

ARTICLE 10
Amendments and Waivers

        Section 10.01.    Without Consent of Holders    The Company and the Trustee may enter into one or more supplemental indentures without consent of any Securityholder for any of the following purposes:

        (1)  to cure any ambiguity, defect or inconsistency herein or in the Securities or to make any other change, provided no such action shall adversely affect the rights of any Securityholder; or

        (2)  to comply with Article 5; or

        (3)  to secure the Securities pursuant to Section 4.03; or

        (4)  to add to the rights of the Holders, or to surrender any right or power conferred on the Company; or

        (5)  to provide for or confirm the issuance of Additional Securities.

        Section 10.02.    With Consent of Holders

        (a)  With the written consent of the Holders of a majority in principal amount of the outstanding Securities affected by such supplemental indenture, the Company and the Trustee may enter into a supplemental indenture to add any provisions to or to change or eliminate any provisions of this Indenture or of any supplemental indenture or to modify, in each case in any manner not covered by Section 10.01, the rights of the Securityholders. The Holders of a majority in principal amount of the outstanding Securities affected by such waiver, by notice to the Trustee, may waive compliance by the Company with any provision of this Indenture, any supplemental indenture or the Securities, provided, however, without the consent of each Securityholder affected, an amendment or waiver may not:

        (1)  reduce the amount of Securities whose Holders must consent to an amendment or waiver;

        (2)  change the rate of or change the time for payment of interest on any Security;

        (3)  change the principal of or change the fixed maturity of any Security:

        (4)  waive a Default in the payment of the principal of or interest on any Security;

        (5)  make any Security payable in money other than that stated in the Security;

        (6)  make any change in Sections 7.06 (third sentence), 7.04 (last paragraph), or the proviso in the last sentence of Section 10.02(a); or

        (b)  It is not necessary under this Section 10.02 for the Securityholders to consent to the particular form of any proposed supplemental indenture, but it is sufficient if they consent to the substance thereof.

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        (c)  Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02, the Company shall transmit by mail a notice, setting forth in general terms the substance of such supplemental indenture, to all Holders, as the names and addresses of such Holders appear on the Register. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

        Section 10.03.    Compliance with Trust Indenture Act    Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

        Section 10.04.    Revocation and Effect of Consents    Until an amendment, direction or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment, direction or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder.

        Section 10.05.    Notation on or Exchange of Securities    The Trustee may, at the direction of the Company, place an appropriate notation about an amendment or waiver on any Security thereafter authenticated. The Company in exchange for Securities may issue and the Trustee shall authenticate new Securities that reflect the amendment or waiver.

        Section 10.06.    Trustee Protected    The Trustee may require an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the applicable provisions of this Indenture. The Trustee need not sign any supplemental indenture that adversely affects its rights, duties, obligations and standard of care hereunder.

ARTICLE 11
Miscellaneous

        Section 11.01.    Trust Indenture Act    (a) This Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and to govern indentures qualified under the TIA.

        (b)  If any provision of this Indenture limits, qualifies, or conflicts with a provision which is required to be included in this Indenture by the TIA, the required provision shall control.

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        Section 11.02.    Notices    (a) Unless otherwise herein provided, any notice or communication to the Company or the Trustee is duly given if in writing and delivered in person, mailed by first-class mail, or sent by facsimile transmission (confirmed by hard copy):

if to the Company to:

AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Treasurer
Facsimile: (908) 221-8688

if to the Trustee to:

The Bank of New York
101 Barclay Street, 21W
New York, NY 10286
Attention: Corporate Trust Administration
Facsimile: (212) 815-5915

        (b)  The Company or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

        (c)  Any notice or communication to Holders entitled to receive reports pursuant to Section 4.02(c) shall be mailed by first-class mail, postage prepaid, to the addresses for Holders shown on the Register or, as to any Global Security registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Failure to so mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Holders entitled to receive notice.

        (d)  If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it.

        (e)  If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and to each Agent at the same time.

        (f)    If it shall be impractical in the opinion of the Trustee or the Company to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

        (g)  In case, by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute sufficient mailing of such notice.

        (h)  Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

        Section 11.03.    Communication by Holders with Other Holders    Securityholders may communicate pursuant to TIA §312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

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        Section 11.04.    Certificate and Opinion as to Conditions Precedent    Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

        (1)  an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

        (2)  an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

        Section 11.05.    Statements Required in Certificate or Opinion    Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

        (1)  a statement that the person making such certificate or opinion has read such covenant or condition;

        (2)  a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (3)  a statement that, in the opinion of such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

        (4)  a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided that an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials with respect to matters of fact.

        Section 11.06.    Legal Holidays    A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

        Section 11.07.    Governing Law    This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without giving effect to the principles of conflict of laws thereof.

        Section 11.08.    No Adverse Interpretation of Other Agreements    This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or its Affiliates. No such indenture, loan or debt agreement may be used to interpret this Indenture.

        Section 11.09.    No Recourse Against Others    No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

        Section 11.10.    When Treasury Securities Disregarded    In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or any Affiliate of the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledges establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to the Securities and that the pledgee is not the Company or an Affiliate of the Company.

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        Section 11.11.    Rules by Trustee, Paying Agent, Registrar    The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Paying Agent or Registrar may make reasonable rules for its functions.

        Section 11.12.    Execution in Counterparts    This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

        Section 11.13.    Judgment Currency    The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert any sum due in respect of the principal of or interest in the Securities (the "Required Currency") into a currency in which such judgment will be rendered (the "Judgment Currency") the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final judgment is entered, unless such day is not a New York Banking Day then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgement Currency on the New York Banking Day preceding the day on which final judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due not previously tendered or recovered under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized by law or required by executive order to close.

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SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.

AT&T CORP. as Issuer
By:	Name: Title:
THE BANK OF NEW YORK as Trustee
By:	Name: Title:

EXHIBIT A

Permanent Global Registered Security

[INSERT RESTRICTED LEGEND, DTC LEGEND, TEMPORARY OFFSHORE
GLOBAL SECURITY LEGEND, AS APPLICABLE]

AT&T CORP.

[$                        % Senior Notes due 20   
$                        % Senior Notes due 20   
$                        Senior Notes due 20    ]

[                        ] CUSIP NO.            

        AT&T Corp., a New York corporation (herein referred to as the "Company"), for value received, hereby promises to pay to CEDE & Co., or registered assigns the principal sum of [$            on                        , 20    /$            on                        , 20    /$                        on                         , 20    for the 20    Notes](1) and to pay interest semiannually on                        and                         , commencing                        , on said principal sum at the rate per annum specified in the title of these Notes (plus any Additional Interest and Additional Amounts, as set forth in the Indenture referred to herein, plus any Additional Trigger Event Interest referred to on the Reverse of this Security), from            , 2001 until the principal thereof is paid or made available for payment. [Interest will accrue from                         , 2001, and will be computed on the basis of a 360-day year of twelve 30-day months.]

(1)

Insert as applicable.

        Reference is hereby made to further provisions of this global security (the "Global Security") set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth in this place.

        This Global Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by the Trustee under the Indenture referred to herein.

        IN WITNESS WHEREOF, AT&T Corp. has caused this Global Security to be duly executed manually or by facsimile by a duly authorized officer.

		AT&T CORP.
		By:	Name: Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK, As Trustee
By:	Authorized Signatory

REVERSE OF NOTES

Principal and Interest

        Payment of the principal of, premium, if any, and interest on, this Global Security will be made in immediately available funds at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest on any Notes issued in definitive form other than interest due at the Maturity Date shown above may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Note register. Interest will be paid thereon to persons in whose names the Notes are registered at the close of business on the            or            , as the case may be, prior to any interest payment date. Except as otherwise set forth in the Indenture, Notes in definitive form will not be issued.

Additional Registration Rights Interest

        The Holder of this Global Security is entitled to the benefits of the Registration Rights Agreement, dated                        , 2001, among the Company, the and the Initial Purchasers named therein (the "Registration Rights Agreement"). In the event that (i) an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) or a Shelf Registration Statement (as defined in the Registration Rights Agreement) is not filed with the SEC on or prior to the    day following the Issue Date, (ii) an Exchange Offer Registration Statement is not declared effective on or prior to the    day following the Issue Date (unless a Shelf Registration Statement shall have been filed) or (iii) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective on or prior to the            day following the Issue Date, the interest rate on the Notes will be increased by    % per annum from and including the next day following the applicable period referred to in clauses (i) through (iii); provided that the interest rate on the Notes pursuant to the foregoing will in no event increase by more than    % per annum in the aggregate; and provided further that if the Exchange Offer Registration Statement is not declared effective on or prior to the            day following the Issue Date and the Company requests Holders of the Registrable Securities to provide the information as described in Section 3 of the Registration Rights Agreement, the Notes held by Holders who do not deliver such information to the Company when so requested will not be entitled to any such increase in the interest rate for any day after the            day following the Issue Date. Upon (A) the filing of an Exchange Offer Registration Statement after the            day period referred to in clause (i), (B) the effectiveness of an Exchange Offer Registration Statement after the    day period referred to in clause (ii) or (C) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the    day period referred to in clause (iii), in each case the interest rate on the Notes from the day of such filing, effectiveness or consummation, as the case may be, shall be reduced to the original interest rate of the Notes as of                        , 2001.

Additional Trigger Event Interest

        The interest rate payable on this Global Security will be subject to adjustment from time to time if either Moody's or S&P reduces the rating ascribed to the Securities to below            in the case of Moody's or below            in the case of S&P. In this event, the interest rate payable on this Global Security will be increased by 0.25% for each rating category downgrade by either rating agency. In addition, if Moody's or S&P subsequently increases the rating ascribed to the Securities, then the interest rate then payable on this Global Security will be decreased by 0.25% for each rating category upgrade by either rating agency, but in no event will the interest rate be reduced to below the Initial Interest Rate indicated on the Face of this Global Security. Any such interest rate increase or decrease will take effect from the interest payment period beginning immediately after the first interest payment

1

date following the related rating downgrade or upgrade, as the case may be. For this purpose, a ratings category is the difference between a particular rating assigned by either Moody's or S&P and the next lower rating. For example, in the case of Moody's the difference between Baa1 and Baa2 shall constitute one rating category and in the case of S&P the difference between BBB+ and BBB shall constitute one rating category. There is no limit to the number of times the interest rate payable on the Securities can be adjusted.

Additional Tax Amounts

        The Company shall, subject to the following paragraph, pay as additional interest on the Notes such additional amounts (the "Additional Amounts") as are necessary so that the net payment by the Company or a Paying Agent of the principal of and interest on the Notes to a person that is not a U.S. Holder, after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof of therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of the Notes had no such withholding or deduction been required.

        The obligation of the Company to pay any Additional Amount under the preceding paragraph shall not apply:

          (i)  to a tax, assessment or governmental charge that is imposed or withheld solely because the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder:

        (1)  is or was present or engaged in trade or business in the United States or has or had a permanent establishment in the United States;

        (2)  has a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

        (3)  is or has been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

        (4)  is or was a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provision;

        (ii)  to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an Additional Amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;

        (iii)  to a tax, assessment or governmental charge that is imposed or withheld solely because the Holder or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;

        (iv)  to a tax, assessment or governmental charge that is imposed other than by withholding by the Company or a Paying Agent from the payment;

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        (v)  to a tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

        (vi)  to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

      (vii)  where such withholding or deduction is imposed in respect of any Security on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

      (viii)  in respect of any Security presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting such Security to another Paying Agent; or

        (ix)  in the case of any combination of the above items.

        The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided under the foregoing paragraphs, there is no obligation of the Company to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority with respect or in connection with the Notes.

        "U.S. Holder"means a beneficial owner of a Note that is, for United States federal income tax purposes, (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (c) an estate or trust the income of which is subject to United States federal income taxation regardless of its source or (d) any other Person whose income from a Note is effectively connected with the conduct of a United States trade or business.

Indenture

        These Notes are one of a duly authorized issue of securities of the Company, issued and to be issued under and pursuant to an indenture dated as of                         , 2001 (herein referred to as the "Indenture"), between the Company and The Bank of New York, as trustee (herein referred to as the "Trustee"), to which Indenture and any indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holder (the words "Holders" or "Holder" meaning the registered holders or registered holder) of these Notes.

Defaults

        In case an Event of Default with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

Amendments and Waivers

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the outstanding Notes. The Indenture also contains

3

provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture. The Indenture also provides that the holders of not less than a majority in principal amount of the outstanding Notes may waive certain past defaults and their consequences on behalf of the Holders of all Notes. Any such consent or waiver by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders of such Note and of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon such Note.

Suits by Holders

        The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Notes with respect to the Indenture or for any remedy under the Indenture.

Obligation to Pay Principal and Interest Absolute

        No reference herein to the Indenture and no provision of this Global Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on, these Notes at the places, at the respective times, at the rate and in the coin or currency herein prescribed.

Registered Form

        The Notes are issuable as registered Notes without coupons in denominations of U.S. $1,000 or any amount in excess thereof which is a multiple of U.S. $1,000 at the office or agency of the Trustee referred to above and in the manner and subject to the limitations provided in the Indenture. Notes may be exchanged without service charge for like aggregate principal amount of Notes.

Optional Redemption

        The Notes will be redeemable, as a whole or in part, at the option of the Company, at any time or from time to time, on at least 30 days, but not more than 90 days, prior notice mailed to the registered address of each holder of the Notes. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) and [    ] basis points for the 20    Notes, [    ] basis points for the 20    Notes and [    ] basis points for the 20    Notes.

        In the case of each of clause (1) and (2), accrued interest will be payable to the redemption date.

        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.

        "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest

4

of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

        "Reference Treasury Dealer" means each of Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Salomon Smith Barney Inc. plus two of the other initial purchasers of the Securities that are U.S. Government securities dealers and their respective successors or, if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), another nationally recognized investment banking firm that is a Primary Treasury Dealer to be substituted by the Company.

        "Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of principal of and interest on such Note that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment on such Note will be reduced by the amount of interest accrued on such Note to such redemption date.

Redemption upon a Tax Event

        If (i) the Company becomes or will become obligated to pay any Additional Amounts pursuant to Section 4.06(a) of the Indenture (and as referred to above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date hereof, or (ii) a taxing authority of the United States takes an action on or after the date hereof, whether or not with respect to the Company or any Affiliate, that results in a substantial probability that the Company will or may be required to pay any such Additional Amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on any interest payment date at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to the Company, not including substitution of the obligor under the Notes. No redemption pursuant to clause (ii) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts under Section 4.06(a) of the Indenture and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer stating, that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms.

Registration of Transfers

        Upon due presentment for registration of transfer of this Note at the above-mentioned office or agency of the Trustee, a new Global Security or Notes of authorized denominations, for a like aggregate principal amount will be issued to the transferee as proved in the Indenture. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

5

Holder May be Deemed Absolute Owner

        The Company, the Trustee, and any agent of the Company or the Trustee may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Global Security shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and subject to the provisions above, of premium or interest thereon, and for all other purposes and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary.

No Recourse Against Others

        No recourse shall be had for the payment of the principal of, premium, if any, or the interest on, this Global Security or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director as such, past, present of future, of the Company or of any successor corporation, either directly or through the Company or of any successor corporation whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

Governing Law

        This Global Security shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said State, without giving effect to the principles of conflicts of laws thereof.

        All terms used in this Global Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture; provided that the terms "Note" or "Notes" as used in this Global Security shall have the meaning assigned to the defined terms "Security" or "Securities" as used in the Indenture.

ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

        TEN COM — as tenants in common

        TEN ENT — as tenants by the entireties

        JT TEN — as joint tenants with right of survivorship and not as tenants in common

        UNIF GIFT NUN ACT —                        (Cust)                         (Minor)

        Under Uniform Gifts to Minor Act                        (State)

        Additional abbreviations may also be used though not in the above list.

6

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSISNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Securities and all fights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Security on the books of the Company, with full power of substitution in the premises.

Date:
NOTICE:	The signature of this assignment must correspond with the name as written upon the face of the within Securities in every particular without alteration or enlargement or any change whatsoever.

7

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]

        In connection with any transfer of this Security occurring prior to                        , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o	(1) This Security is being transferred to a "qualified institutional buyer" in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o	(2) This Security is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.
or
o	(3) This Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

        If none of the foregoing boxes is checked, the Trustee is not obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
		Seller
		By
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:(2)
	By
	To be executed by an executive officer

(2)

Signatures must be guaranteed by an "eligible guarantee institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES(1)

        The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:

Date of Exchange
Amount of decrease
in principal amount
of this Global Note Amount of increase
in principal amount
of this Global Note Principal amount of
this Global Note
following such
decrease (or
increase) Signature of
authorized signatory
of Trustee

(1)

For Global Securities

EXHIBIT B

RESTRICTED LEGEND

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

        (1)  REPRESENTS THAT

        (A)  IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR

        (B)  IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

        (2)  AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

        (A)  TO THE COMPANY,

        (B)  PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

        (C)  TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

        (D)  IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

        (E)  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

        PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH 2(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

EXHIBIT C

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

EXHIBIT D

Regulation S Certificate

                        ,             

The Bank of New York
101 Barclay Street, 21W
New York, NY 10286
Attention: Corporate Trust Administration

Re:
AT&T Corp.
[    % Senior Notes due                        , 20            /            % Senior Notes due                        , 20            /            % Senior Notes due            , 20            ](2) (the "Securities") Issued under the Indenture (the "Indenture") dated as as of                        , 2001 relating to the Securities

(2)

Insert as applicable

Dear Sirs and Mesdames:

        Terms are used in this Certificate as used in Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

o	A.	This Certificate relates to our proposed transfer of $            principal amount of Securities issued under the Indenture. We hereby certify as follows:
	1.	The offer and sale of the Securities was not and will not be made to a person in the United States (unless such person is excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(g)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.
	2.	Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
	3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Securities.
	4.	The proposed transfer of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.
	5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
o	B.	This Certificate relates to our proposed exchange of $            principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us. We hereby certify as follows:

1.	At the time the offer and sale of the Securities was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(g)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
3.	The proposed exchange of Securities is not part of a plan or scheme to evade the registration requirements of the Securities Act.

        You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:
	Address:
	Date:

EXHIBIT E

Rule 144A Certificate

            ,            

The Bank of New York
101 Barclay Street, 21W
New York, NY 10286
Attention: Corporate Trust Administration

Re: AT&T Corp.
[    % Senior Notes due                        , 20    /            % Senior Notes due            , 20    /            % Senior Notes due                        , 20    ](3) (the "Securities")
Issued under the Indenture (the "Indenture") dated as as of                        , 2001 relating to the Securities

(3)

Insert as applicable

Ladies and Gentlemen:

        TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

        This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

o	A.	Our proposed purchase of $            principal amount of Securities issued under the Indenture.
o	B.	Our proposed exchange of $            principal amount of Securities issued under the Indenture for an equal principal amount of Securities to be held by us.

        We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Securities to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

        You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
By:	Name: Title: Address: Date:

EXHIBIT F

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

Certificate of Beneficial Ownership

To:	The Bank of New York 101 Barclay Street, 21W New York, NY 10286 Attention: Corporate Trust Administration OR
	[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR
	[Clearstream Banking SA]
	Re:	AT&T Corp. [    % Senior Notes due                        , 20    /            % Senior Notes due            , 20    /            % Senior Notes due            , 20    ](4) (the "Securities") Issued under the Indenture (the "Indenture") dated as as of            , 2001 relating to the Securities

(4)

Insert as applicable.

Ladies and Gentlemen:

        We are the beneficial owner of $            principal amount of Securities issued under the Indenture and represented by a Temporary Offshore Global Security (as defined in the Indenture).

        We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

o	A.	We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
o	B.	We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

        You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[NAME OF BENEFICIAL OWNER]
By:	Name: Title: Address: Date:

[FORM II]

Certificate of Beneficial Ownership

To:	The Bank of New York 101 Barclay Street, 21W New York, NY 10286 Attention: Corporate Trust Administration
	Re:	AT&T Corp. [    % Senior Notes due            , 20    ,            % Senior Notes due                        , 20    ,            % Senior Notes due            , 20    ](5) (the "Securities") Issued under the Indenture (the "Indenture") dated as as of                        , 2001 relating to the Securities

(5)

Insert as applicable.

Ladies and Gentlemen:

        This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations ("Member Organizations") appearing in our records as persons being entitled to a portion of the principal amount of Securities represented by a Temporary Offshore Global Security issued under the above-referenced Indenture, that as of the date hereof, $            principal amount of Securities represented by the Temporary Offshore Global Security being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended.

        We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Security excepted in such Member Organization certifications and (ii) as of the date hereof we have not received any notification from any Member Organization to the effect that the statements made by such Member Organization with respect to any portion of such Temporary Offshore Global Security submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

        You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Yours faithfully,
[EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System]
OR
[CLEARSTREAM BANKING SA]
By:	Name: Title: Address: Date:

EXHIBIT G

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

EXHIBIT H

OFFERING CIRCULAR

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Exhibit 4

TABLE OF CONTENTS
ARTICLE 1 Definitions and Incorporation by Reference
ARTICLE 2 The Securities
ARTICLE 3 Redemption
ARTICLE 4 Covenants
ARTICLE 5 Assignment & Successor Corporations
ARTICLE 6 Separation, Exchange & Repurchase Rights
ARTICLE 7 Remedies of the Trustee and Securityholders on Event of Default
ARTICLE 8 Trustee
ARTICLE 9 Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys
ARTICLE 10 Amendments and Waivers
ARTICLE 11 Miscellaneous
SIGNATURES

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

EXHIBIT H

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of AT&T Corp. of our report dated March 25, 2002 relating to the consolidated financial statements of AT&T Corp., which appears in AT&T Corp.'s Annual Report on Form 10K/A for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated March 25, 2002 relating to the consolidated financial statement schedule, which appears in such Annual Report on Form 10-K/A. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
New York, New York
May 9, 2002

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

EX-23.2

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EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Liberty Media Corporation:

We consent to the incorporation by reference in the registration statement on Form S-4 of AT&T Corp. of our report dated March 8, 2002, relating to the consolidated balance sheets of Liberty Media Corporation and subsidiaries ("New Liberty" or "Successor") as of December 31, 2001 and 2000 and the related consolidated statements of operations, comprehensive earnings, stockholders' equity, and cash flows for the years ended December 31, 2001 and 2000 and the period from March 1, 1999 to December 31, 1999 (Successor periods) and from January 1, 1999 to February 28, 1999 (Predecessor period), which report appears as an exhibit in the annual report on Form 10-K/A of AT&T Corp., and to the reference to our firm under the heading "Experts" in the registration statement.

As discussed in notes 3 and 8 to the aforementioned consolidated financial statements, Liberty Media Corporation changed its method of accounting for derivative instruments and hedging activities in 2001.

As discussed in note 1 to the aforementioned consolidated financial statements, effective March 9, 1999, AT&T Corp., the former parent company of New Liberty, acquired Tele-Communications, Inc., the former parent company of Liberty Media Corporation, in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated 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
May 9, 2002

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EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

EX-23.3

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EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
AT&T Canada Inc.:

We consent to the incorporation by reference in the registration statement on Form S-4 of AT&T Corp. of our report dated February 1, 2002, except as to note 2, which is as of March 14, 2002, as to note 5, which is as of February 20, 2002 and as to note 9(h), which is as of May 1, 2002, relating to the consolidated balance sheets of AT&T Canada Inc. ("the Company") as of December 31, 2001 and 2000, and the related consolidated statements of operations and deficit and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears as an exhibit in the annual report on Form 10-K/A of AT&T Corp., and to the reference to our firm under the heading "Experts" in the registration statement.

Our report dated February 1, 2002, except as to note 2, which is as of March 14, 2002, as to note 5, which is as of February 20, 2002 and as to note 9(h), which is as of May 1, 2002, contains Comments by the Auditors for U.S. Readers on Canada—U.S. Reporting Differences which states that in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern such as those described in note 2 to the consolidated financial statements. Our report to the shareholders is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements.

KPMG LLP

Toronto, Canada
May 9, 2002

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EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

EX-23.4

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Exhibit 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of AT&T Corp., of our report dated May 1, 2002 relating to the consolidated financial statements of Concert, B.V., which appears in AT&T Corp.'s Annual Report on Form 10-K/A, for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
McLean, Virginia
May 9, 2002

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Exhibit 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-24

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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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; 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 Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  C. MICHAEL ARMSTRONG
Name:	C. Michael Armstrong
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; 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 Marilyn J. Wasser and Nicholas S. Cyprus, 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  CHARLES H. NOSKI
Name:	Charles H. Noski
Title:	Vice Chairman 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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  DAVID W. DORMAN
Name:	David W. Dorman
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is an officer of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints E. M. Dwyer 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  NICHOLAS S. CYPRUS
Name:	Nicholas S. Cyprus
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  J. MICHAEL COOK
Name:	J. Michael Cook
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  KENNETH T. DERR
Name:	Kenneth T. Derr
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below her signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  M. KATHRYN EICKHOFF
Name:	M. Kathryn Eickhoff
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  GEORGE M.C. FISHER
Name:	George M.C. Fisher
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  AMOS B. HOSTETTER, JR.
Name:	Amos B. Hostetter, Jr.
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  DONALD F. MCHENRY
Name:	Donald F. McHenry
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  LOUIS A. SIMPSON
Name:	Louis A. Simpson
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  MICHAEL I. SOVERN
Name:	Michael I. Sovern
Title:	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 on Form S-4 with respect to the Company's New Notes consisting of 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 to be issued in exchange for the Company's previously issued and privately placed Old Notes with similar terms; and

        WHEREAS, the undersigned is a director of the Company, as indicated below his signature; and

        WHEREAS, the undersigned hereby constitutes and appoints Nicholas S. Cyprus 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 New Notes, and thereafter to execute and file any supplements and amended registration statement or statements with respect thereto (including any additional registration statement filed pursuant to Rule 462(b)), 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 27^th day of March, 2002.

	/s/  SANFORD I. WEILL
Name:	Sanford I. Weill
Title:	Director

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EXHIBIT 24

EX-25

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Exhibit 25

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)            --    --

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

AT&T Corp.
(Exact name of obligor as specified in its charter)

New York	13-4924710
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
32 Avenue of the Americas	10013-2412
New York, New York	(Zip code)
(Address of principal executive offices)

6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
(Title of the indenture securities)

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 7th day of May, 2002.

THE BANK OF NEW YORK
By:	/s/  MING SHIANG Ming Shiang Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

        a member of the Federal Reserve System, at the close of business December 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,163,218
	Interest-bearing balances		5,923,554
Securities:
	Held-to-maturity securities		1,210,537
	Available-for-sale securities		9,596,941
Federal funds sold and Securities purchased under agreements to resell			4,723,579
Loans and lease financing receivables:
	Loans and leases held for sale		1,104,560
	Loans and leases, net of unearned income		36,204,516
	LESS: Allowance for loan and lease losses		608,227
	Loans and leases, net of unearned income and allowance		35,596,289
Trading Assets			8,039,857
Premises and fixed assets (including capitalized leases)			836,786
Other real estate owned			1,292
Investments in unconsolidated subsidiaries and associated companies			207,616
Customers' liability to this bank on acceptances outstanding			292,295
Intangible assets
	Goodwill		1,579,965
	Other intangible assets		18,971
Other assets			5,723,285
Total assets		$	78,018,745
LIABILITIES
Deposits:
	In domestic offices	$	28,786,182
	Noninterest-bearing		12,264,352
	Interest-bearing		16,521,830
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		27,024,257
	Noninterest-bearing		407,933
	Interest-bearing		26,616,325
Federal funds purchased and securities sold under agreements to repurchase			1,872,762
Trading liabilities			2,181,529
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,692,630
Bank's liability on acceptances executed and outstanding			336,900
Subordinated notes and debentures			1,940,000
Other liabilities			7,217,748
Total liabilities		$	71,052,008

EQUITY CAPITAL
Common stock		1,135,284
Surplus		1,050,729
Retained earnings		4,266,676
Accumulated other comprehensive income		13,733
Other equity capital components		0
Total equity capital		6,466,422
Total liabilities and equity capital	$	78,015,745

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Directors
Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith

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Exhibit 25

AT&T Corp. (Exact name of obligor as specified in its charter)
SIGNATURE

EXHIBIT 7

Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

AT&T CORP.

Offer to Exchange Its
6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
(Registered Under The Securities Act of 1933)
For Any and All of Its Outstanding
6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
Pursuant to the Prospectus
Dated [Date of Prospectus]

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [Expiration Date] UNLESS THE OFFER IS EXTENDED.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK

By Registered or Certified Mail:
The Bank Of New York
5 Penn Plaza, 16th Floor
New York, New York 10001
Attn: ***Name of Exchange Agent Contact***
To Confirm by Telephone
or for Information:
***Exchange agent telephone number***
By Overnight Delivery or Hand:
The Bank Of New York
5 Penn Plaza, 16th Floor
New York, New York 10001***over hand street
address of exchange agent***
***over hand city of exchange agent***, ***over
hand state address of exchange agent*** ***over
hand zipcode of exchange agent***
Attn: ***Name of Exchange Agent Contact***
Facsimile Transmissions:
***Exchange Agent Fax Number***

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

        THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below). July 13, 2001 1:43 PM

        This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith and, unless your Old Notes are held through The Depository Trust Company ("DTC"), should be accompanied by the certificates for the Old Notes. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by The Bank Of New York (the "Exchange Agent") at DTC pursuant to the procedures set forth in "The Exchange Offer—Book-Entry Transfer" in the Prospectus and in accordance with the Automated Tender Offer Program ("ATOP") established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP.

        Holders of Old Notes whose certificates (the "certificates") for such Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the expiration date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

	Certificate Number(s)*	Principal Amount of Old Notes	Principal Amount of Old Notes Tendered (if less than all)**
Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank)	Old Notes Tendered (attach additional list if necessary)
DESCRIPTION OF OLD NOTES TENDERED
	Total Amount Tendered

*

Need not be completed by book-entry holders.

**

Old Notes may be tendered in whole or in part in denominations of $1,000 and multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

2

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

/

/    CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution 

        DTC Account Number 

        Transaction Code Number 

/

/    CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name of Registered Holder(s) 

        Window Ticket Number (if any) 

        Date of Execution of Notice of Guaranteed Delivery 

        Name of Institution which Guaranteed 

        If Guaranteed Delivery is to be made By Book-Entry Transfer: 

        Name of Tendering Institution 

        DTC Account Number 

        Transaction Code Number 

/

/    CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

/

/    CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name: 

        Address: 

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Ladies and Gentlemen:

        The undersigned hereby tenders to AT&T CORP., a New York corporation (the "Company"), the principal amount of the Company's 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 (the "Old Notes") specified above in exchange for a like aggregate principal amount of the Company's 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 (the "New Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated [Date of Prospectus] (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the "Securities Act").

        Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

        THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

        The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such unaccepted or non exchanged Old Notes will be returned (or, in the case of Old Notes

4

tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver New Notes to the undersigned at the address shown below the undersigned's signature.

        By tendering Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that

(i)

the undersigned is not an "affiliate" of the Company,



(ii)

any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, and



(iii)

the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes.

        By tendering Old Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act).

        The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending [90] days after the expiration date (subject to extension under certain limited circumstances) or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a "participating broker-dealer"), by tendering such Old Notes and executing, or otherwise

5

becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to the participating broker-dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the New Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be.

        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

6

HOLDER(S) SIGN HERE
(See Instructions 2, 5 and 6)
(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer's full title. See Instruction 5.

(Signature(s) of Holder(s))

Date  , 200    

Name(s) 

(Please Print)

Capacity: 

(Include Full Title)

Address 

(Include Zip Code)

Area Code and Telephone Number 

(Tax Identification or Social Security Number(s))

GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)

Authorized Signature 

Name 

(Please Print)

Date  , 200    

Capacity or Title 

Name of Firm 

Address 

(Include Zip Code)

Area Code and Telephone Number 

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)

        To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.

Issue New Securities to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)

        To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail New Securities To:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

        1.    DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.    This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Old Notes are held through DTC, should be accompanied by the certificates for the Old Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfer" in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Securities into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the expiration date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and multiples of $1,000.

        Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes and this Letter of Transmittal to the Exchange Agent on or prior to the expiration date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Letter of Transmittal (or facsimile) thereof and Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the expiration date; and (iii) the certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the expiration date. As used herein and in the Prospectus, "Eligible Institution" means a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

        THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.

        The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent's Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender.

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        2.    GUARANTEE OF SIGNATURES.    No signature guarantee on this Letter of Transmittal is required if:

        (i)    this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or

        (ii)    such Old Notes are tendered for the account of a firm that is an Eligible Institution.

        In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

        3.    INADEQUATE SPACE.    If the space provided in the box captioned "Description of Old Notes" is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

        4.    PARTIAL TENDERS AND WITHDRAWAL RIGHTS.    Tenders of Old Notes will be accepted only in the principal amount of $1,000 and multiples thereof. If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Principal Amount of Old Notes Tendered (if less than all)." In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Note, promptly after the expiration date. All Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Book-Entry Transfer," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes."

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry procedures described in the Prospectus under "The Exchange Offer—Book-Entry Transfer," such Old

10

Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

        5.    SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.    If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

        If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons' authority to so act must be submitted.

        When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless New Securities are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

        6.    SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.    If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

        7.    IRREGULARITIES.    The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any

11

defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

        8.    QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.    Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

        9.    LOST, DESTROYED OR STOLEN CERTIFICATES.    If any certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

        10.    SECURITY TRANSFER TAXES.    Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.

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QuickLinks

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: THE BANK OF NEW YORK
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer

EX-99.2

                                                                    EXHIBIT 99.2

                         NOTICE OF GUARANTEED DELIVERY
                                 FOR TENDER OF
                    6.50% SENIOR NOTES DUE NOVEMBER 15, 2006
                    7.30% SENIOR NOTES DUE NOVEMBER 15, 2001
                    8.00% SENIOR NOTES DUE NOVEMBER 15, 2031
                                       OF
                                   AT&T CORP.

    This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the Company's (as defined below) 6.50% Senior Notes due
November 15, 2006, 7.30% of Senior Notes due November 15, 2011 and 8.00% Senior
Notes due November 15, 2031 (the "Old Notes") are not immediately available,
(ii) Old Notes and the Letter of Transmittal cannot be delivered to The Bank of
New York (the "Exchange Agent") on or prior to the Expiration Date (as defined
in the Prospectus referred to below) or (iii) the procedures for book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or sent by facsimile transmission, overnight
courier, telex, telegram or mail to the Exchange Agent. See "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus dated [Date of
Prospectus] (which, together with the related Letter of Transmittal, constitutes
the "Exchange Offer") of AT&T CORP., a New York corporation (the "Company").

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                              The Bank of New York

                                                         
BY HAND OR OVERNIGHT DELIVERY:    FACSIMILE TRANSMISSIONS:     BY REGISTERED OR CERTIFIED MAIL:
     The Bank of New York       (Eligible Institutions Only)         The Bank of New York
   5 Penn Plaza, 16th Floor         ***Exchange Agent Fax          5 Penn Plaza, 16th Floor
   New York, New York 10001               Number***                New York, New York 10001
 ***over hand street address       To Confirm by Telephone      Attn: ***Name of Exchange Agent
     of exchange agent***         or for Information Call:                Contact***
***over hand city of exchange         ***Exchange agent
 agent***, ***over hand state        telephone number***
 address of exchange agent***
   ***over hand zipcode of
      exchange agent***
  Attn: ***Name of Exchange
       Agent Contact***



    DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

    THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL.

                   THE FOLLOWING GUARANTEE MUST BE COMPLETED
                             GUARANTEE OF DELIVERY
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

    The undersigned, a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Old Notes, in proper form for transfer, or confirmation of
the book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with any other
documents required by the Letter of Transmittal, within three New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.

    The undersigned acknowledges that it must deliver the Old Notes tendered
hereby to the Exchange Agent within the time period set forth above and that
failure to do so could result in a financial loss to the undersigned.

                                       
Name of Firm:
- ----------------------------------------  ----------------------------------------
                                          (Authorized Signature)

Address:                                  Title:
- ----------------------------------------  ----------------------------------------

                                          Name:
                                          ----------------------------------------
- ----------------------------------------
                              (Zip Code)           (Please type or print)

Area Code and Telephone Number:           Date:
                                          ----------------------------------------

- ----------------------------------------



    NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.

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EX-99.3

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Exhibit 99.3

Offer to Exchange
6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
(Registered Under The Securities Act of 1933)
for Any and All Outstanding
6.50% Senior Notes due November 15, 2006
7.30% Senior Notes due November 15, 2011
8.00% Senior Notes due November 15, 2031
of
AT&T CORP.

To Our Clients:

        Enclosed is a Prospectus, dated [Date of Prospectus], of AT&T CORP., a New York corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2031 (the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.50% Senior Notes due November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior Notes due November 15, 2011 (the "Old Notes") upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [Expiration Date] unless extended.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

        Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Very truly yours,

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Offer to Exchange 6.50% Senior Notes due November 15, 2006 7.30% Senior Notes due November 15, 2011 8.00% Senior Notes due November 15, 2031 (Registered Under The Securities Act of 1933) for Any and All Outstanding 6.50% Senior Notes due November 15, 2006 7.30% Senior Notes due November 15, 2011 8.00% Senior Notes due November 15, 2031 of AT&T CORP.

EX-99.4

                                                                    EXHIBIT 99.4

                               OFFER TO EXCHANGE
                    6.50% SENIOR NOTES DUE NOVEMBER 15, 2006
                    7.30% SENIOR NOTES DUE NOVEMBER 15, 2011
                    8.00% SENIOR NOTES DUE NOVEMBER 15, 2031
                 (REGISTERED UNDER THE SECURITIES ACT OF 1933)
                          FOR ANY AND ALL OUTSTANDING
                    6.50% SENIOR NOTES DUE NOVEMBER 15, 2006
                    7.30% SENIOR NOTES DUE NOVEMBER 15, 2011
                    8.00% SENIOR NOTES DUE NOVEMBER 15, 2031
                                       OF
                                   AT&T CORP.

                    To Registered Holders and The Depository
                          Trust Company Participants:

    Enclosed are the materials listed below relating to the offer by AT&T CORP.,
a New York corporation (the "Company"), to exchange its 6.50% Senior Notes due
November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior
Notes due November 15, 2031 (the "New Notes"), pursuant to an offering
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 6.50% Senior Notes due
November 15, 2006, 7.30% Senior Notes due November 15, 2011 and 8.00% Senior
Notes due November 15, 2031 (the "Old Notes") upon the terms and subject to the
conditions set forth in the Company's Prospectus, dated [Date of Prospectus],
and the related Letter of Transmittal (which together constitute the "Exchange
Offer").

    Enclosed herewith are copies of the following documents:

1.  Prospectus dated [Date of Prospectus];

2.  Letter of Transmittal;

3.  Notice of Guaranteed Delivery;

4.  Instruction to Registered Holder and/or Book-Entry Transfer Participant from
    Owner; and

5.  Letter which may be sent to your clients for whose account you hold Old
    Notes in your name or in the name of your nominee, to accompany the
    instruction form referred to above, for obtaining such client's instruction
    with regard to the Exchange Offer.

    WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [EXPIRATION DATE] UNLESS
EXTENDED.

    The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

    Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by it are being acquired in the
ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate, and is not engaged and does not
intend to engage, in a distribution (within the meaning of the Securities Act)
of such New Notes. If the tendering holder is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes, you will represent on
behalf of such broker-dealer that the Old Securities to be exchanged for the New
Notes were acquired by it as a result of market-making activities or other
trading activities, and acknowledge on behalf of such broker-dealer that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any

resale of such New Notes, such broker-dealer is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

    The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Old Securities for you to make the foregoing representations.

    The Company will not pay any fee or commission to any broker or dealer or to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 10 of the enclosed
Letter of Transmittal.

    Additional copies of the enclosed material may be obtained from the
undersigned.

                                        Very truly yours,

                                        THE BANK OF NEW YORK

    NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF AT&T CORP. OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.

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EX-99.5

                                                                    EXHIBIT 99.5

                    INSTRUCTION TO REGISTERED HOLDER AND/OR
                   BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
                                       OF
                                   AT&T CORP.

                    6.50% Senior Notes due November 15, 2006
                    7.30% Senior Notes due November 15, 2011
                    8.00% Senior Notes due November 15, 2031

                               (the "Old Notes")

TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY:

    The undersigned hereby acknowledges receipt of the Prospectus dated [Date of
Prospectus] (the "Prospectus") of AT&T CORP., a New York corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings as
ascribed to them in the Prospectus or the Letter of Transmittal.

    This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

    The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):

    $            of the 6.50% Senior Notes due November 15, 2006
    $            of the 7.30% Senior Notes due November 15, 2011
    $            of the 8.00% Senior Notes due November 15, 2031

    With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

/ / To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Securities to be tendered, if any):

    $            of the 6.50% Senior Notes due November 15, 2006
    $            of the 7.30% Senior Notes due November 15, 2011
    $            of the 8.00% Senior Notes due November 15, 2031

/ / NOT to TENDER any Old Notes held by you for the account of the undersigned.

    If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) the holder is
not an "affiliate" of the Company, (ii) any New Notes to be received by the
holder are being acquired in the ordinary course of its business, and (iii) the
holder has no arrangement or understanding with any person to participate, and
is not engaged and does not intend to engage, in a distribution (within the
meaning of the Securities Act) of such New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that such Old Notes were acquired as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, such broker-
dealer is not deemed to admit that it is an "underwriter" within the meaning of
the Securities Act of 1933, as amended.

                                   SIGN HERE

Name of beneficial owner(s):
- --------------------------------------------------------------------------------

Signature(s):
- --------------------------------------------------------------------------------

Name(s) (please print):
- --------------------------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Telephone Number:
- --------------------------------------------------------------------------------

Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------

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