[Section 4.14(a)] of the Company Disclosure Schedule sets forth # a list of the twenty (20) largest customers (measured by dollar volume of sales to such customers) of the Company and its Subsidiaries, taken as a whole, for each of the two (2) most recent fiscal years (collectively, the “Material Customers”) and # the amount of consideration paid by each Material Customer during such periods. Except as set forth in [Section 4.14(a)] of the Company Disclosure Schedule, the Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company and its Subsidiaries.

[Section 4.15(a)] of the Company Disclosure Schedule lists all # Company IP Registrations and # Company Intellectual Property, including software, that are not registered but that are material to the business of the Company and its Subsidiaries. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise in good standing.

[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 4.3(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 2.7] applies to all Awards other than Performance Units.

This [Section 5.1(b)] applies if, in addition to this plan, the participant is covered under another qualified defined contribution plan maintained by the employer, a welfare benefit fund maintained by the employer, an individual medical account maintained by the employer, or a simplified employee pension maintained by the employer, that provides an annual addition as defined in [Section 5.1(c)(1)], during any limitation year. The annual additions that may be credited to a participant's account under this plan for any such limitation year will not exceed the maximum permissible amount reduced by the annual additions credited to a participant's account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same limitation year. If the annual additions with respect to the participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the employer are less than the maximum permissible amount and the employer contribution that would otherwise be contributed or allocated to the participant's account under this plan would cause the annual additions for the limitation year to exceed this limitation, the amount contributed or allocated will be reduced so that the annual additions under all such plans and funds for the limitation year will equal the maximum permissible amount. If the annual additions with respect to the participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the maximum permissible amount, no amount will be contributed or allocated to the participant's account under this plan for the limitation year.

Amendment to [Section 4.c]. [Section 4.c]. of the Agreement is amended in its entirety to read as follows:

Subject to [Section 4.4.3], the Parties shall be entitled to be restored as near as possible to the positions in which they would have been, had this Agreement not been entered;