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:

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:

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

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