EXHIBIT 99.2.2
FORM OF NOTICE OF GUARANTEED DELIVERY
AT&T CORP.
TO TENDER AND CONSENT WITH RESPECT TO ITS OUTSTANDING
5.625% NOTES DUE 2004 (CUSIP NO. 001957AU3)
6.75% NOTES DUE 2004 (CUSIP NO. 001957AM1)
7.75% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAP9)
8.00% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAN4)
6.50% NOTES DUE 2029 (CUSIP NO. 001957AW9)
FRN MEDIUM-TERM NOTES, SERIES A DUE 2054 (CUSIP NO. 00206QAE4)
PURSUANT TO ITS EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS DATED , 2002
This Notice of Guaranteed Delivery relates to AT&T Corp.'s (the "Company")
exchange offer and consent solicitation with respect to its above-listed
securities (the "AT&T Eligible Notes"), as described in the Prospectus dated
, 2002 and the related Letter of Transmittal and Consent (the
"Letter of Transmittal"), which together constitute the "Exchange Offer,"
receipt of which is hereby acknowledged. This Notice of Guaranteed Delivery, or
one substantially equivalent hereto, must be used to accept the Exchange Offer
if (i) certificates for the AT&T Eligible Notes are not immediately available,
(ii) certificates for the AT&T Eligible Notes, in proper form for transfer,
cannot be delivered to the Exchange Agent, or (iii) the procedures for
book-entry transfer of the AT&T Eligible Notes to the Exchange Agent cannot be
completed, prior to the expiration of the Exchange Offer. This Notice of
Guaranteed Delivery, or one substantially equivalent hereto, and the Letter of
Transmittal (or facsimile thereof) in the form provided by the Company, must be
properly completed, duly executed and received by the Exchange Agent prior to
the expiration date of the Exchange Offer. See "Description of the Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: Facsimile Transmissions: By Overnight Delivery or Hand:
The Bank of New York (212) 815-3750 The Bank of New York
Corporate Trust Reorganization Corporate Trust Reorganization
Unit To Confirm by Telephone Unit
101 Barclay Street, 7E or for Information: 101 Barclay Street, 7E
New York, NY 10286 (212) 298-1915 New York, NY 10286
Attn: Kin Lau Attn: Kin Lau
</Table>
For AT&T Eligible Notes Held In Luxembourg, The Luxembourg Exchange Agent Is:
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
The Bank of New York (Luxembourg) S.A.
Aerogolf Center -- 1A, Hoehenhof
L-1736 Senningerberg, Luxembourg
Attn: Jacqueline Geisen
Telephone: 44 207 964 7306
Facsimile: 44 207 964 6399
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY 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 SIGNATURE GUARANTOR" UNDER THE INSTRUCTIONS TO THE
LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED ON THE LETTER OF TRANSMITTAL.
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
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 the
AT&T Eligible Notes set forth in the accompanying Letter of Transmittal, or
confirmation of the book-entry transfer of such AT&T Eligible Notes to the
Exchange Agent's account at The Depositary Trust Company pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with a properly completed and duly executed Letter of Transmittal and
all other documents required by the Exchange Offer, 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 AT&T Eligible 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:
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Address:
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(ZIP CODE)
Area Code and Telephone Number:
- ------------------------------------------------------------
- ------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Title:
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Name:
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(PLEASE TYPE OR PRINT)
Date:
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NOTE: DO NOT SEND AT&T ELIGIBLE NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF AT&T ELIGIBLE NOTES MUST BE MADE PURSUANT TO, AND
BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS.
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