[Section 4.16(a)] of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” as that term is defined in [Section 3(3)] of ERISA, and any material benefit plan, program, contract or arrangement, whether or not subject to ERISA, providing for group or individual # pension, retirement, profit-sharing, deferred compensation, equity or equity-based compensation, employee stock ownership, # health, welfare life insurance, or disability benefits, # bonus, severance, salary continuation, retention, change-in-control payments, # vacation, sick leave, or other paid time off, and # fringe benefit plans, but excluding government programs and statutory benefits, that are currently adopted, maintained by, sponsored or contributed to by the Company or its Subsidiaries (collectively, the “Benefit Plans”).

[Section 4.17(d)] of the Company Disclosure Schedule contains a list of all current employees of the Company or its Subsidiaries or natural persons who currently serve as independent contractors or consultants to the Company or its Subsidiaries, in each case as of the Execution Date, including any employee who is on a leave of absence of any nature, paid or unpaid, and sets forth for each such individual the following: # name, # title or position (including whether full or part time), # hire date, # current annual base compensation rate, and # current commission, bonus or other incentive-based compensation target or opportunity.

[Section 4.2]. [Section 4.2] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 4.2] of the Plan is amended by adding a new [subsection 4.2(c)] to read as follows:

[Section 4.6] (“Vacation”) is hereby amended in its entirety to read as follows:

[Section 4.4] of the Agreement is amended to read in its entirety as follows:

[Section 4.4] Amendment. The Agreement is hereby amended by deleting [clause (B) of Section 4.4] of the Agreement in its entirety and replacing it with the following:

[Section 4.10.2] of the AT&T Pension Benefit Plan – Non-Bargained Program, which are the 415 Excess Benefit Provisions of such plan

[Section 4.3(a)] of the Plan is hereby amended by deleting in the final paragraph thereof each reference to the words “Committee” and “Retirement Committee of CBS Corporation” and inserting in place thereof the words “Investments Committee for CBS Defined Contribution Plans”.

This [Section 10.11] is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this [Section 10.11] is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty.