Procedure. The indemnities set forth in this Article 9 are subject to the condition that the Party seeking the indemnity shall forthwith notify the indemnifying Party on being notified or otherwise made aware of a liability, claim, suit, action or expense (provided, however, that failure to provide such notice shall not relieve an indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure) and that the indemnifying Party defend and control any proceedings with the other Party being permitted to participate at its own expense (unless there shall be a conflict of interest which would prevent representation by joint counsel, in which event the indemnifying Party shall pay for the other Party’s counsel); provided, that, the indemnifying Party may not # settle the liability, claim, suit, action or expense, or consent to any judgment, without the written consent of the other Party (such consent not to be unreasonably withheld) in the event such settlement adversely impacts the indemnified Party’s rights or obligations, or # admit fault of the other Party.

Procedure. If the Auditor determines that this [Section 11(d)] is applicable to a Participant, it shall so advise the Committee in writing. The Committee shall then promptly give the Participant notice to that effect together with a copy of the detailed calculation supporting such determination which shall include a statement of the Reduced Amount. Such notice shall also include a description of which and how much of the Awards shall be eliminated or reduced (as long as their aggregate present value equals the Reduced Amount). For purposes of this [Section 11(d)], Awards shall be reduced in the following order: # Options with an exercise price above the then Fair Market Value of a share of Common Stock that have a positive value for purposes of Section 280G of the Code, as determined under applicable IRS guidance; # pro rata among Awards that constitute deferred compensation subject to Code Section 409A; and # if a further reduction is necessary to reach the Reduced Amount, among the Awards that are not subject to Code Section 409A. Present value shall be determined in accordance with Code Section 280G. All the foregoing determinations made by the Auditor under this [Section 11(d)] shall be made as promptly as practicable after it is determined that excess parachute payments (as defined in Section 280G of the Code) will be made to the Participant if an elimination or reduction is not made. As promptly as practicable, the Company shall provide to or for the benefit of the Participant such amounts and shares as are then due to the Participant under this Plan and shall promptly provide to or for the benefit of the Participant in the future such amounts and shares as become due to the Participant under this Plan.

IX - Claims Procedure

ARTICLE # Claims Procedure

Notice of Claims and Indemnification Procedure. Promptly following the receipt by either Party of notice or knowledge of a claim made by a third party against either Party or its respective officers, directors, employees or agents for which indemnification and defense under this Agreement is owed by BTMB and/or Magenta, the indemnified Party shall promptly provide the other Party with written notice of such claim. The written notice shall provide comprehensive detail as to the nature and facts regarding the claim then known to the indemnified Party. The indemnifying Party will have the right to assume and control the defense of such claim at its own expense with counsel selected by the indemnifying Party. The indemnified Party shall cooperate in the defense of the claim and may, at its own expense, associate its own attorneys in the defense of a claim handled by the indemnifying Party pursuant to this Section 6. Neither Party will settle or compromise any claim without the prior written consent of the other Party (not to be unreasonably withheld).

Section # Claims Appeal Procedure

For purposes of the Plan’s claims procedure:

An explanation of the Plan’s claims review procedure.

Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff exercisable by it, except pursuant to the terms of the Credit Agreement and Loan Documents, if any, to the payment of any Obligations of the Borrower to Administrative Agent, Issuing Bank or any Lender.

Claims. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Executive Compensation Administration Department, setting forth his or her claim. The request must be addressed to the AT&T Executive Compensation Administration Department at its then principal place of business.