AT&T Corp.

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Explanatory Note

The following materials will be first mailed to shareholders of AT&T Corp., who have elected to access electronically the AT&T Annual Report and Proxy Statement, on or about May 27, 2005.

May 2005

Dear Shareholder:

     This will confirm that you intend to electronically access the AT&T Annual Report on Form 10K/A and Proxy Statement/Prospectus on the AT&T Investor Relations Website. To view and download these and other AT&T investor materials online, please go to http://www.att.com/ir.

     Enclosed with this confirmation notice are your proxy card, which contains the Notice of Meeting, a proxy voting insert and a business reply envelope. Since selecting either the telephone or Internet voting option will reduce our processing and administrative costs, we encourage our shareholders to choose one of these two electronic voting options. If you elect to vote your shares by telephone or the Internet, please do not return your paper proxy card.

     By using either voting option, you will vote your shares in the same manner as if you signed, dated and returned your proxy card by mail. Depending on your Internet service provider, please be aware that there may be additional costs associated with electronic access that must be assumed by the shareholder. If you would like to obtain paper copies of the annual report on Form 10K/A and/or the proxy statement/prospectus, please contact our transfer agent, EquiServe, no later than fifteen days before the June 30, 2005, annual meeting date by calling 1-800-348-8288.

     As a valued AT&T shareholder, your vote is very important to us.

Robert S. Feit
Vice President — Law and Secretary

Travel directions and an area map are located on the back of this notice.