Certain Reductions. The Company shall reduce an Executive’s severance benefits under this Plan, in whole or in part, by any other severance benefits, pay and benefits provided during a period following written notice of a plant closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the Executive by the Company in connection with the Executive’s termination of employment pursuant to # any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or any other similar state law (the “WARN Act”), # any severance plan, policy or practice or any individually negotiated employment contract or agreement or any other written employment or severance agreement with the Company, in each case, as is in effect on Executive’s termination date, or # any Company policy or practice providing for the Executive to remain on the payroll, including without being on active service, for a limited period of time after being given notice of the termination of the Executive’s employment, and the Plan Administrator shall so construe and implement the terms of the Plan. Any such reductions that the Company determines to make pursuant to this Section 3(e) shall be made such that any benefit under the Plan shall be reduced solely by any similar type of benefit under such legal requirement, agreement, policy or practice (i.e., any cash severance benefits under the Plan shall be reduced solely by any cash payments or severance benefits under such legal requirement, agreement, policy or practice, and any continued insurance benefits under the Plan shall be reduced solely by any continued insurance benefits under such legal requirement, agreement, policy or practice). The Company’s decision to apply such reductions to the severance benefits of one Executive and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to the severance benefits of any other Executive, even if similarly situated. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

Payment Offsets. Notwithstanding anything in the Plan to the contrary, in the event a Participant is entitled to receive severance payments both under this Plan and under the terms of either # an individual change of control or employment agreement, # another severance pay plan or policy of an Employer or # any existing or future law or regulation, the benefits payable under this Plan shall be reduced by the amount of any severance benefits such Participant is entitled to receive under such individual agreement, plan, policy, law or regulation.

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that ​ would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that ​ would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, ​ shall receive all Plan Payments to which ​ is entitled hereunder.

Reductions. Notwithstanding the foregoing:

Reductions. The amount of the Payments due under this Plan to an Officer will be reduced by the amount of any severance, pay in lieu of notice or notice period, or similar payment required to be paid by the Company under applicable federal, state, and local laws, including but not limited to the Worker Adjustment and Retraining and Notification Act.

Taxes and Offsets. All payments under the Plan will be subject to applicable withholding for federal, state and local taxes. If an Executive is indebted to the Company at his or her termination date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness.

Offsets and Overpayments. If any overpayment is made by the Plan for any reason, the Plan shall have the right to recover such overpayment. The Participant shall cooperate fully with the Plan to recover any overpayment and provide any necessary information and required documents. If a Participant entitled to distribution of benefits hereunder owes any amount to AT&T or any Subsidiary, such amount may be withheld from benefits payable hereunder to satisfy such obligation. Any overpayment or Participant debt to AT&T or any Subsidiary may be deducted from future benefits payable to or on behalf of the Participant from this Plan.

Certain Reductions in Payments.

Optional Reductions. The Parent Borrower may, upon notice to the Domestic Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that # any such notice shall be received by the Administrative Agents not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction (provided, that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), # any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and # the Parent Borrower shall not terminate or reduce # the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, # the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, # the Domestic Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Sublimit, # the Canadian Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line Loans would exceed the Canadian Swing Line Sublimit or # the Canadian Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Canadian Outstandings would exceed the Canadian Borrower Sublimit.

Voluntary Terminations or Reductions. The [[Consolidated Parties:Organization]] may (as representative for all [[Consolidated Parties:Organization]] Parties), upon notice to the Administrative Agent, terminate the Revolving Credit Commitments, or from time to time permanently and irrevocably reduce the Revolving Credit Commitments; provided that # any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, # any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and # the [[Consolidated Parties:Organization]] shall not terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.