[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”.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to read as follows:

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.

Subject to [Section 4.9], Sellers shall, and shall cause their Affiliates to, subject to the receipt of applicable regulatory authorizations set forth on [Section 4.8(a)(i)] of the Sellers Disclosure Letter, # sever and terminate all transactions and Contracts (other than those existing or new Contracts identified on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter) between any of the Acquired Companies, on the one hand, and each Seller and/or any of its Affiliates (other than the Acquired Companies), on the other hand (collectively, the “Intercompany Arrangements”) effective on or prior to the Closing and with no further Liabilities or obligations to the Acquired Companies or any of their Affiliates from and after the Closing, and # provide any consents or other documentation reasonably required from Sellers or any of their Affiliates to effect the severance or termination of such Intercompany Arrangements. To the extent Sellers are unable to obtain any such applicable regulatory authorizations on or prior to the Closing with respect to any such Contract, the Closing shall not be affected, such Contract shall remain in full force and effect and the Parties shall use reasonable best efforts to obtain any applicable regulatory authorizations with respect to such Contract as soon as practicable after the Closing. Sellers actions with respect to Intercompany Arrangements set forth on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter shall be as specified for those Intercompany Arrangements identified therein.