2003 Governance Charter: T

AT&T Corp.
Governance and Nominating Committee
Charter
I. Committee Members

The Governance and Nominating Committee shall consist of at least three members. Members of the committee are appointed by the Board of Directors from time to time and may be removed by the Board of Directors at any time. Each member of the Committee shall be an "independent director" as determined by the Board of Directors in accordance with the applicable rules of the New York Stock Exchange ("NYSE") and the Securities and Exchange Commission ("SEC"). Committee members shall be chosen based on their competence and ability to add substance to the deliberations of the Committee.

II. Purposes

The role of the Governance and Nominating Committee is to assist the Board:

in identifying qualified individuals to become Board members,
in determining the composition of the Board and its committees,
in monitoring Board effectiveness,
in developing the company's corporate governance guidelines, and
in discharging its responsibilities relating to public policy and diversity.
III. Duties and Responsibilities

The Committee will discharge the duties of the Board of Directors, to the extent delegated to the Committee, and approve or make recommendations to the Board of Directors, with respect to the following duties and responsibilities:

The Committee will review the structure of the Board, its committee structure, overall size, and the number of independent directors.
The Committee will actively seek individuals qualified to become Board members, including evaluating persons suggested by shareowners or others, and conduct appropriate inquiries into the backgrounds and qualifications of possible nominees.
The Committee will select candidates as nominees for election as Directors and recommend those candidates to the Board. The Committee will select those nominees whose attributes it believes would be most beneficial to the Company. This assessment will include such issues as experience, integrity, competence, diversity, skills, and dedication in the context of the needs of the Board.
The Committee will recommend to the Board directors to serve as members of each committee after taking into account the desires, experiences and expertise of individual directors. The Committee will review and recommend committee slates annually and shall recommend additional committee members as needed.
The Committee will develop and recommend to the Board of Directors an annual self-evaluation process for the Board and its Committees. The Committee will oversee the annual self-evaluations. The Committee shall evaluate the performance of each director before recommending to the Board his or her nomination for an additional term as director.
The Committee will advise and make recommendations to the Board on corporate governance and all matters pertaining to the role of the Board and the practices and the performance of its Directors, including the development of a set of corporate governance principles applicable to the corporation. The Committee shall periodically review and assess the adequacy of the Company's corporate governance principles and recommend any changes to the Board.
The Committee will consider possible conflicts of interests of directors and any related party transactions, and have the authority to approve any such related party transactions. The Committee shall review the institutional and other affiliations of directors and nominees for any potential conflict of interest problems, and shall make recommendations to the Board with respect to the determination of director independence.
The Committee will review and make recommendations to the Board concerning compensation arrangements for non-employee members of the board of Directors
.
The Committee will provide guidance and perspective to management on public policy and philanthropy and any related matters including:
the development of corporate policy on major new public issues;
oversight of existing corporate public policy;
approval of the budget for the AT&T Foundation; and
AT&T's corporate contributions.
IV. Delegation

The Committee may delegate its duties and responsibilities to a subcommittee consisting of one or more members of the Committee, or to senior officers of the Company. Any delegation may be made only to the extent permitted by the NYSE rules, SEC rules and applicable law.

V. Search Firms and Other Advisers

If a search firm is to assist the Company, its management, or the Committee or the Board of Directors in the identification of director candidates, then the Committee shall have the sole authority to retain and terminate such search firm, including the sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal and external legal, accounting and other advisors as it deems necessary and appropriate.

VI. Annual Performance Evaluation

The Committee shall conduct an annual review of the Committee's performance, periodically assess the adequacy of its charter and recommend changes to the Board as needed.

VII. Meetings

Meetings of the Governance and Nominating Committee shall be held upon call by the Chairman of the Board or the Chairman of the Committee.

April 1, 2003