EXHIBIT 4.16








                          CBS EMPLOYEE INVESTMENT FUND

              FOR ELIGIBLE EMPLOYEES OF CBS BROADCASTING, INC. AND
                   CERTAIN OF ITS SUBSIDIARIES AND AFFILIATES




                      AS RESTATED EFFECTIVE JANUARY 1, 1998













                                  WORKING COPY
                          (INCLUDING AMENDMENTS ADOPTED
                      THROUGH THE DATE OF THE CLOSE OF THE
                              CBS / VIACOM MERGER)



                       (Changes Are Subject to IRS Review
                        and Contingent Upon IRS Approval)


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                          CBS EMPLOYEE INVESTMENT FUND

                                    Contents

I.       The Purpose of the Plan; the Trust...................................1

II       Participation........................................................2

III.     Accounts.............................................................4

IV.      Employee Contributions; Contribution Elections; Investment
           Directions; Conversion Directions; Rollover Contributions..........8

V.       Employer's Matching Contributions...................................25

VI.      Termination of Participation; Withdrawals; Determination

           and Payment of Benefits...........................................28

VII.     The Managers........................................................47

VIII.    Administration......................................................48

IX.      Definitions; Construction...........................................54

X.       Adoption by Subsidiaries............................................69

XI.      Amendment; Termination..............................................70

XII.     Limitations.........................................................73

XIII.    Interpretation......................................................77

XIV.     Top-Heavy Plan......................................................78

XV.      Midwest Communications, Inc. Transaction............................82

XVI.     Merger of Radford Studio Center Inc. 401(k) Tax
         Sheltered Savings Plan and Trust....................................86

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XVII.    Direct Rollover of Amounts from Plans in Which Employees
         of WPRI-TV Participated.............................................87

XVIII.   Direct Rollover of Amounts from Plans in Which Employees
         of TNN/CMT Cable Networks Participated..............................89

XIX.     Account Transfers...................................................91

APPENDIX A...................................................................96




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                          CBS EMPLOYEE INVESTMENT FUND


I.       The Purpose of the Plan; the Trust
         ----------------------------------

         A. The purpose of the Investment Fund, the plan embodied herein, is to
provide Employees of CBS and certain of its subsidiaries and affiliates who are
eligible to participate therein a convenient way to save for their retirement.
It is intended that at all times the Investment Fund and the related Trust will
constitute a plan qualified under Section 401(a) and exempt under Section 501(a)
of the Internal Revenue Code, as amended ("the Code"), and will comply with the
requirements of Section 401(k) of the Code and of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The Investment Fund embodied herein constitutes
an amendment to and restatement of the Investment Fund in effect on December 31,
1997, and is effective January 1, 1998, or such other date as provided in a
resolution of the Board of Directors (or such other corporate body as shall have
amendment authority) or in the Plan or as required (and to the extent required)
by applicable law. Nothing in this amendment and restatement shall have the
effect of reducing any participant's rights to accrued benefits (including
optional forms of benefit) under the terms of the Investment Fund in effect on
December 31, 1997.

         B. As a part of the Investment Fund, and solely to aid in the proper
execution thereof, CBS and the other Employers have entered into the Trust
Agreement. The Trust has been created solely to aid in the proper execution of
the Investment Fund and shall be availed of solely for such purpose. Each
provision of the Trust Agreement shall be deemed to be a provision hereof as
fully as if it were set forth herein.

         C. The Investment Fund, as amended to December 31, 1997, shall continue
to be applicable to all former Employees whose employment (and participation)
terminated prior to January 1, 1998, except as otherwise provided herein. The
Investment Fund, as amended as of January 1, 1998 and as may be amended
thereafter, shall be applicable to all Employees who are or become eligible to
participate therein on or after such date.

         D. Certain terms used herein and in the Trust Agreement are defined and
set forth in alphabetical order in Paragraph A of Article IX hereof.


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II       Participation.
         --------------

         A. This Section II.A applies to Employees employed on other than a
full-time basis. Each such person who, on January 1, 1997 or on the first day of
any monthly accounting period commencing subsequent to such date,

                  (1)  is an Employee of one or more of the Employers and
         either (a) during the 12-month period preceding such date or, in the
         case of an Employee employed on other than a full-time basis, during
         any 12-month period subsequent to December 31, 1975 preceding such date
         has been such an Employee, or (b) is included in a group determined by
         the Board to be eligible to participate in the Investment Fund after
         employment by one or more of the Employers during such period of less
         than one year as the Board has determined, and during such period has
         continuously been such an Employee, and

                  (2)      has completed a year of service,

         shall become eligible to participate in the Investment Fund on the
         first day of his earliest payroll period commencing with or within such
         monthly accounting period. Any participant and any Employee eligible to
         participate in the Investment Fund whose employment terminated or who
         incurs a break in service and who shall again become an Employee shall
         be eligible to participate in the Investment Fund on the date he is
         reemployed or returns from a break in service, as the case may be.

         Solely for the purpose of determining whether an Employee has completed
a year of service in accordance with clause (2) of Section A., an Employee who
was employed by WPRI-TV or WGPR-TV on the date the assets of those two stations
were acquired by CBS (the "Acquisition Date") shall be credited with a year of
service for each year of the Employee's employment with the seller of WPRI-TV
and WGPR-TV.

         Solely for the purpose of determining whether an Employee has completed
a year of service in accordance with clause (2) of Section A., an Employee who
was employed by the seller of TNN/CMT Cable Networks prior to the date the
assets related to that network were acquired by CBS (the "Gaylord Acquisition
Date") and became an Employee of CBS on the Gaylord Acquisition Date shall be
credited with a year of service for each year of the Employee's employment with
the seller of TNN/CMT Cable Networks.


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         B. This Section II.B applies to Employees employed on a full-time
basis. Each such person who is an Employee of one or more of the Employers shall
immediately become eligible to participate in the Investment Fund.

         C. Any person described in Section II.A or II.B who is eligible to
participate in the CBS News Special Projects Inc. Employee Investment Fund shall
be excluded from participation in this Investment Fund as of the date such
person becomes eligible to participate in the CBS News Special Projects Inc.
Employee Investment Fund. Any person who was eligible to participate in the CBS
News Special Projects Inc. Employee Investment Fund and is subsequently employed
or reemployed by CBS shall be immediately eligible to participate in this
Investment Fund upon such date of employment or reemployment.

         D. Each new Employee described in Section II.A or II.B. who shall
become eligible to participate in the Investment Fund and who shall file with
CBS his election to do so shall become a participant therein on the first day of
the first payroll period after the enrollment election has been processed by
CBS. Such election shall be processed as quickly as reasonably practicable, but
under no circumstances shall contributions be made retroactive to a period
preceding completion of the election and enrollment process. A participant may
be such by reason of his concurrent employment by two or more Employers. Any
such participant shall be entitled to participate in the Investment Fund as an
Employee of each such Employer.

         E. In no event, however, shall a "leased employee," as defined in
Section 414(n) of the Code, be entitled to participate in the Investment Fund.


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III.     Accounts.
         ---------

         A. CBS shall cause to be established a separate (i) Stable Value Fund
account, (ii) S&P 500 Index Fund account, (iii) Value U.S. Equity Fund account,
(iv) Small Cap U.S. Equity Fund account, (v) International Equity Index Fund
account, (vi) Short Term Life Cycle Fund account, (vii) Medium Term Life Cycle
Fund account, (viii) Long Term Life Cycle Fund, and (ix) Self Directed Fund
account for each participant, and within each such account a separate after-tax
subaccount, a separate before-tax subaccount, a separate Employer matching
contributions subaccount, and a separate rollover contributions subaccount to
account respectively for contributions to the account made on an after-tax
basis, a before-tax basis, a matching basis, and a rollover basis, which shall
be used in connection with the investment by the Trustee of specified portions
(if any) of such participant's contributions, Employer matching contributions,
and rollover contributions in securities and other properties.

         B. 1. CBS shall cause to be established a separate Company Stock Fund
account for each participant, and within each such account a separate after-tax
subaccount, a separate before-tax subaccount, a separate Employer matching
contributions subaccount, and a separate rollover contributions subaccount to
account respectively for contributions to the account made on an after-tax
basis, a before-tax basis, a matching basis, and a rollover basis, which shall
be used in connection with the investment by the Trustee of specified portions
(if any) of such participant's contributions, Employer matching contributions,
and rollover contributions in Viacom Inc. Stock.

         When a tender or exchange offer or other offer to purchase Viacom Inc.
Stock (other than on an all-cash basis) is made, CBS shall cause to be
established a separate, numerically designated Company Stock Fund account for
each participant who shall have instructed the Trustee, pursuant to subparagraph
2 of Paragraph L of Article VIII, to tender or sell shares of Viacom Inc. Stock
representing Company Stock Fund units credited to such participant's Company
Stock Fund account. Such newly established, numerically designated Company Stock
Fund accounts shall be used only in connection with the investment by the
Trustee of the securities or other property received by the Trustee with respect
to such participant's Company Stock Fund units, and held by the Trustee in
separate, numerically designated Company Stock Fund accounts, as a consequence
of the closing of such a transaction. Such numerically designated Company Stock
Fund account of a participant shall be respectively credited with numerically
designated Company Stock Fund units representing such participant's proportional
share of the Company Stock Fund, as initially valued and as periodically
thereafter valued on a valuation date.


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         2. CBS shall cause to be established a separate Infinity Stock Fund
account for each participant, and within each such account a separate after-tax
subaccount, a separate before-tax subaccount, a separate Employer matching
contributions subaccount, and a separate rollover contributions subaccount to
account respectively for contributions to account made on an after-tax basis, a
before-tax basis, a matching basis, and a rollover basis, which shall be used in
connection with the investment by the Trustee of specified portions (if any) of
such participant's contributions, Employer matching contributions in Infinity
Stock.

         When a tender or exchange offer or other offer to purchase Infinity
Stock (other than on an all-cash basis) is made, CBS shall cause to be
established a separate, numerically designed Infinity Stock Fund account for
each participant who shall have instructed the Trustee, pursuant to subparagraph
2 of Paragraph M of Article VIII, to tender or sell shares of Infinity Stock
representing Infinity Stock Fund units credited to such participant's Infinity
Stock Fund account. Such newly established, numerically designated Infinity
Stock Fund accounts shall be used only in connection with the investment by the
Trustee of the securities or other property received by the Trustee with respect
to such participant's Infinity Stock Fund units, and held by the Trustee in
separate, numerically designated Infinity Stock Fund accounts, as a consequence
of the closing of such a transaction. Such numerically designated Infinity Stock
Fund account of a participant shall be respectively credited with numerically
designated Infinity Stock Fund units representing such participant's
proportional share of the Infinity Stock Fund, as initially valued and as
periodically thereafter on a valuation date.

         C. Effective March 1, 1996, at any time that the value of a
participant's interest in each fund of the Investment Fund is measured in units,
the number of units credited to each participant's fund accounts due to a
participant's contributions, Employer matching contributions, or rollover
contributions shall be determined by dividing the amount of such contributions
by the unit value of the fund as of the valuation date concurrent with or
immediately preceding the date that such contributions are transferred to the
Trustee. Earnings and losses are allocated within each fund as of each valuation
date (but not less frequently than annually) to determine the unit value of each
fund. Each participant's share of such earnings and losses will be determined as
of each valuation date by multiplying the number of units in the participant's
account by the unit value on the valuation date. The net value of a
participant's account shall be the value of a participant's account in all funds
as of a valuation date, and shall be equal to the sum of the products obtained
by multiplying the number of units credited to a participant in each fund by
each fund's unit value as of the applicable valuation date. At any time that the
method of valuation under the Investment Fund changes from dollar valuation
(described below) to this method, the value of a participant's account on such
transition date shall be


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determined by dividing the dollar value of the participant's account by the unit
value assigned to each unit on such transition date. Effective January 1, 1998,
a participant's interest in the following Funds will be measured in units:
Stable Value Fund; S&P 500 Index Fund; Value U.S. Equity Fund; International
Equity Index Fund; Company Stock Fund; and Infinity Stock Fund.

         Effective for the period January 1, 1996 through February 29, 1996, the
above method shall be used to value a participant's account, provided however,
that the number of units credited to each participant's fund accounts due to a
participant's contributions, Employer matching contributions, or rollover
contributions shall be determined by dividing the amount of such contributions
by the unit value of the fund as of the last valuation date of the month in
which such contributions are transferred to the Trustee, and each participant's
share of earnings and losses will be determined as of each valuation date by
multiplying the number of units in the participant's account as of the last day
of the month (reduced by the number of units attributable to contributions for
such month) by the unit value on the last valuation date of the month.

         For periods prior to January 1, 1996 and at any time that the value of
the Investment Fund is not measured in units, as of each valuation date, the
earnings, losses, appreciation and depreciation of each fund account in the
Investment Fund since the last preceding valuation date shall be allocated among
the accounts of participants in the proportion that the adjusted value of each
participant's account in such fund account bore to the value of all
participant's accounts in such fund account on the last valuation date. The net
value of a participant's account shall be the value of a participant's account
in all funds as of a valuation date. The adjusted value of each participant's
account shall be determined by reducing the participant's account balance as of
the immediately prior valuation date by any distributions, forfeitures, and
withdrawals made since such valuation date. At any time that the method of
valuation under the Investment Fund changes from unit valuation to this method,
the value of each fund account under a participant's account shall be determined
as of the transition date by multiplying the number of units in each fund
account under the participant's account by the unit value on the transition
date. Effective January 1, 1998, a participant's interest in the following Funds
will not be measured in units: Small Cap U.S. Equity Fund; Short Term Life Cycle
Fund; Medium Term Life Cycle Fund; Long Term Life Cycle Fund; and Self Directed
Fund.

         If any participant's account is credited with an incorrect amount of
before-tax contributions, after-tax contributions, Employer matching
contributions, or rollover contributions, or earnings on any such contributions,
or if an error is made with respect to the investment of the assets of the
Investment Fund which error results in an error in the


                                       6
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amount credited to a participant's account, and either such failure is due to
administrative error in determining or allocating the proper amount of such
contributions or earnings, the Employer may make additional contributions to the
account of any affected participant or re-allocate contributions and earnings
within the Investment Fund to place the affected participants' accounts in the
position that would have existed if the error(s) had not been made.

         D. Quarterly account fees associated with a participant's balance in a
Self Directed Fund account during the quarter will be charged to the
participant's non-Self Directed Fund accounts. Commissions, special handling
fees, and other transaction charges associated with transactions in a
participant's Self Directed Fund account will be charged to the participant's
Self Directed Fund account; and investment management fees, brokerage fees, and
other transfer taxes and expenses relating to the purchase or sale of securities
associated with a particular non-Self Directed Fund account will be charged to
such Fund. Trustee fees from Boston Safe Deposit and Trust Company, or a
successor Trustee, will be charged on a pro rata basis to all participant
accounts.

         E. Amounts in the Employer's matching contributions forfeiture account
may, as determined by the Administrative Managers, be used to pay the reasonable
and necessary expenses of the Investment Fund (to the extent that they are not
charged to participant accounts pursuant to paragraph D above), or to reduce
future Employer matching contributions required to be made by the Employer.



                                       7
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IV.      Employee Contributions; Contribution Elections; Investment
         Directions; Conversion Directions; Rollover Contributions
         ----------------------------------------------------------

         Three methods of making contributions to the Investment Fund are
provided: the required basic contribution and the voluntary supplemental
contribution (both pursuant to contribution elections), and the periodic special
contribution.

         Each contribution election of a participant with respect to the
required basic contribution and the voluntary supplemental contribution shall be
made in such manner (including telephonic notice) as the Administrative Managers
may from time to time prescribe and shall specify the participant's: (i)
designation of the percent of his salary to constitute the contribution amount;
(ii) investment direction as to the mode of investment of such contribution; and
(iii) election (a) to have such contribution amount (or, with respect to the
voluntary supplemental contribution and to Part A and Part C participants, a
portion thereof) treated as an "after-tax" contribution and his authorization to
his Employer to withhold from his salary and pay to the Trustee the contribution
amount to his after-tax subaccount(s) and/or (b) to have such contribution
amount (or, with respect to the voluntary supplemental contribution and to Part
A and Part C participants, a portion thereof) treated as a "before-tax"
contribution and his salary deferral agreement with his Employer to defer
payment to him of, and to pay to the Trustee, the contribution amount to his
before-tax subaccount(s). For purposes of Section 401(k) of the Code only, all
amounts designated by a participant as before-tax contributions and credited to
his before-tax subaccounts shall be considered Employer contributions made
pursuant to a participant's election. For purposes of this Article IV, an
employee or participant shall be deemed to have filed the necessary elections or
modifications described in the following paragraphs by providing telephonic
notice in the manner prescribed by the Administrative Managers.

         Contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.


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         (i)  The required basic contribution and the voluntary
              supplemental contribution:

         A.1. As a part of, or concurrently with, his participation election,
each Employee who is a Part B participant shall file with CBS a contribution
election, with respect to such Employee's required basic contribution for and
during those of such Employee's payroll periods for which such contribution
election shall be in effect, which shall designate either 1, 1-1/2, 2, 2-1/2,
or, if applicable, 3 or 4 percent of such Employee's salary from his Employer
during such periods as such contribution and which shall include an election to
have all of such contribution amount treated either as an after-tax or as a
before-tax contribution. At any time after filing a contribution election with
respect to a required basic contribution, except as otherwise provided in
Paragraph A of Article VI hereof, a participant may file a modification thereof
either to designate a different permitted percent of his salary as his required
basic contribution, or to change his election as to the after-tax or before-tax
treatment of such contribution amount, or both; provided that, after December
31, 1997, a contribution designation may not be changed from a full percentage
election to a half percentage election.

         Employees who are Part A participants may not make required basic
contribution elections.

         As a part of, or concurrently with, his participation election, each
Employee who is a Part C participant shall file with CBS a contribution
election, with respect to such Employee's required basic contribution for and
during those of such Employee's payroll periods for which such contribution
election shall be in effect, which shall designate either 2, 3, 4, 5, or 6
percent of such Employee's salary from his Employer during such periods as such
contribution and which shall include an election to have all or a portion of
such contribution amount treated as an after-tax or as a before-tax
contribution. At any time after filing a contribution election with respect to a
required basic contribution, except as otherwise provided in Paragraph A of
Article VI hereof, a participant may file a modification thereof either to
designate a different permitted percent of his salary as his required basic
contribution, or to change his election as to the after-tax or before-tax
treatment of such contribution amount, or both. A participant, in filing a
contribution election (or modification thereof) with respect to his required
basic contribution, shall designate which portion (which may be all, or none, or
any percentage thereof divisible by five) of the amount of his salary so
designated shall be treated as an after-tax contribution and which portion
treated as a before-tax contribution, the total of such portions to equal 100
percent of the required basic contribution amount.


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              2. At the time of his participation election, or at any time
thereafter (except during any period when a suspension of his contribution
election for his required basic contribution is in effect), a participant whose
required basic contribution is the maximum basic contribution (or who is a Part
A participant) may also file with CBS a contribution election providing for his
Employer to pay to the Trustee as such Employee's voluntary supplemental
contribution to the Investment Fund the percentage therein specified, which may
be any whole number of such Employee's salary from such Employer for those of
such Employee's payroll periods for which contribution elections for his
required basic contribution and for a voluntary supplemental contribution shall
be in effect. Notwithstanding the foregoing, in no event shall the participant's
voluntary supplemental contributions when added to the participant's required
basic contributions exceed 15 percent of the Employee's salary. Any participant
who has filed a contribution election for a voluntary supplemental contribution
may at any time thereafter file with CBS a modification of such contribution
election for his voluntary supplemental contribution as then in effect which
shall provide that his Employer shall pay to the Trustee as such participant's
voluntary supplemental contribution to the Investment Fund a specified
percentage of such participant's salary from such Employer different from the
percentage provided in such participant's voluntary supplemental contribution
election as then in effect. The percentage specified in such a modification
shall be any whole number that does not cause contributions to exceed the 15
percent limitation. A participant, in filing a contribution election (or
modification thereof) with respect to his voluntary supplemental contribution,
shall designate which portion (which may be all, or none, or any percentage
thereof divisible by five) of the amount of his salary so designated shall be
treated as an after-tax contribution and which portion treated as a before-tax
contribution, the total of such portions to equal 100 percent of the voluntary
supplemental contribution amount.

              3. Any participant may also at any time file with CBS a suspension
of such participant's contribution election for his required basic contribution
as then in effect which shall provide that his Employer shall not pay to the
Trustee as such participant's required basic contribution to the Investment Fund
any portion of such participant's salary from such Employer. Such a suspension
of a participant's contribution election for his required basic contribution
shall automatically cause a suspension of his contribution election, if any,
then in effect for a voluntary supplemental contribution. Except as otherwise
provided in Paragraph A of Article VI hereof, any such participant may at any
time file a new contribution election with CBS.

         B.1. As a part of every contribution election each Employee shall also
file with CBS such Employee's direction with respect to the portion of such
Employee's required basic contribution (and voluntary supplemental contribution,
if any)


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for each of his payroll periods for which such investment direction shall be in
effect which is to be contributed to any one or more of the available Funds (not
including the Self Directed Fund), and credited to such Employee's account in
each such Fund. Up to 100 percent of the total of an Employee's required basic
contribution and, if any, voluntary supplemental contribution may be directed to
be contributed to any of the available Funds (not including the Self Directed
Fund). All contributions under the Investment Fund shall be effected in
accordance with the provisions of subparagraph 5 of Paragraph B of Article IX
hereof.

              2. Subject to such conditions as the Administrative Managers shall
prescribe on a uniform basis, any participant may from time to time file with
CBS a modification of such participant's investment direction as made in
connection with a contribution election or elections then in effect. Such
modification shall become effective on the next date (of which there shall be
not fewer than two in any calendar year) which the Administrative Managers shall
specify for the effective date of such modifications.

         C. Each Employer shall withhold and/or defer from the payment of the
salary of each participant for each payroll period with respect to which there
shall be a contribution election or elections of such participant in effect the
percentage of the salary of such participant specified in such election or
elections and, as promptly as shall be practicable after such payroll period,
(1) such Employer shall pay to the Trustee the aggregate amount of such
Employer's said withholdings and/or deferrals for such payroll period, and (2)
CBS or its designee shall contribute the amounts so paid to it into the
available Funds (not including the Self Directed Fund), credit such
contributions to the various Fund accounts of the respective participants whose
contributions are so paid to it and credit such amounts to the various available
Funds, all in conformity with the respective investment directions of such
participants for such payroll periods. Such credits as result from contributions
elected to be made on an after-tax basis shall be credited to the after-tax
subaccounts of the Fund accounts of the respective participants, and such
credits as result from contributions elected to be made on a before-tax basis
shall be credited to the before-tax subaccounts of the Fund accounts of the
respective participants.

         (ii) the periodic special contribution:
              ---------------------------------

         A.1. At such intervals and subject to such conditions as the
Administrative Managers shall prescribe on a uniform basis, each participant who
at that time has in effect a contribution election for a required basic
contribution (or is a Part A

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participant) shall be provided the opportunity to make a periodic special
contribution, on an after-tax basis, by a cash payment to the Investment Fund.

              2. The amount of any periodic special contribution of a
participant may be in such amount as such participant shall elect but not in
excess of:

                   (a) 140 percent of the total of all his actual contributions,
         if any, made by him to the Investment Fund through payroll
         authorizations at any time from the date he first became a participant
         in the Investment Fund to June 30, 1977 (which amount shall be
         described as a participant's "past frozen credit"), plus

                   (b) the difference, if any, between (i) the total of (y) the
         aggregate amount he could have contributed to the Investment Fund as
         required basic contributions and voluntary supplemental contributions
         subsequent to June 30, 1977 if at all times subsequent to that date he
         had had in effect payroll authorizations (throughout the period ended
         December 31, 1983) and contribution elections (throughout the period
         commencing January 1, 1984) for the required basic contribution and the
         voluntary supplemental contribution for the maximum percentage of base
         salary permitted plus (z) the withdrawals made by him subsequent to
         June 30, 1977, and (ii) the total of all his actual contributions made
         as required basic contributions, voluntary supplemental contributions
         and periodic special contributions to the Investment Fund subsequent to
         June 30, 1977.

              3. Periodic special contributions shall be allocated to available
Funds (not including the Self Directed Fund) pursuant to elections applicable to
required basic contributions and voluntary supplemental contributions.

         (iii)  limitations:
                -----------

         A. Notwithstanding anything contained in the foregoing provisions of
this Article IV, the following rules and limitations shall apply to a
participant's before-tax basic required contributions and, if applicable,
before-tax voluntary supplemental contributions. If the Administrative Managers
shall at any time determine that the spread between the then-current percentage
of salary being contributed to the Investment Fund by means of before-tax
contributions for (i) "highly compensated eligible Employees" and (ii) the
remaining eligible Employees, is such that before-tax contributions under the
Investment Fund would fail to satisfy either of the "actual deferral percentage
tests" for the current plan year (assuming such percentages had been and would
continue in

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<PAGE>


constant effect for the entire plan year), the Administrative Managers, in their
sole discretion, may unilaterally reduce, on a prospective basis, the maximum
percentage of salary with respect to which such "highly compensated eligible
Employees" elected to defer as before-tax contributions under the Investment
Fund. The participant's salary deferral agreement incorporated in his
contribution election shall be automatically adjusted, without any further
action on the part of such participant or his Employer, to conform to the new
limitation imposed by the Administrative Managers and unless such participant
otherwise instructs CBS in a written notice or such other form of notice
(including telephonic notice) as may be prescribed by the Administrative
Managers, his after-tax contribution agreement incorporated in his contribution
election (if one is then in effect) also shall be automatically adjusted so as
to increase the percentage of his salary which shall be contributed pursuant
thereto by the amount of such automatic adjustment. The Administrative Managers,
in their sole discretion, may at any time remove any limitation imposed by them
under this provision and any modifications to the participant's contribution
election resulting from such limitation shall automatically cease to be
effective and such contribution election shall continue in effect under the
terms that existed immediately prior to such modifications.

         For purposes of this Paragraph A, the following terms shall have the
following meanings:

         "Actual deferral percentage tests" shall mean either of the following:

         1.   the "actual deferral percentage" for the group of "highly
              compensated eligible Employees" is not more than the "actual
              deferral percentage" for all other eligible Employees for the
              preceding plan year multiplied by 1.25; or

         2.   the excess of the "actual deferral percentage" for the group of
              "highly compensated eligible Employees" over the "actual deferral
              percentage" for all other eligible Employees for the preceding
              plan year is not more than two percentage points, and the "actual
              deferral percentage" for the group of "highly compensated eligible
              Employees" is not more than the "actual deferral percentage" of
              all other eligible Employees for the preceding plan year
              multiplied by 2.0.

         "Actual deferral percentage" with respect to any group of active
eligible Employees for a plan year shall mean the average of the ratios
(calculated separately for each eligible Employee in the group) of


                                       13
<PAGE>

         1.   the amount of before-tax contributions authorized by the eligible
              Employee to be paid to the Investment Fund for such plan year, to

         2.   the eligible Employee's salary for such plan year.

         For purposes of determining "actual deferral percentages", any eligible
Employee who is suspended from participation shall be treated as an eligible
Employee. For purposes of determining the actual deferral percentage, any plans
which are treated as one plan for purposes of section 410(b) shall be treated as
one plan. If a highly compensated eligible Employee participates in two or more
plans of an Employer, all contributions under those plans shall be aggregated
for purposes of determining the actual contribution percentage of such highly
compensated eligible Employee.

         The term "highly compensated eligible Employees" includes those
participants who meet the definition of "highly compensated Employee" as
determined under Section 414(q) of the Code and the regulations issued
thereunder. The term "highly compensated Employee" includes highly compensated
active Employees and highly compensated former Employees. A highly compensated
active Employee means an Employee of the Employer or an affiliated company who
performs services for the Employer or an affiliated company during the current
plan year (the "determination year") and who, during the preceding plan year
(the "look-back year"), was an Employee who received compensation in excess of
$80,000 (adjusted for plan years after 1997 at the same time and in the same
manner as under Section 415(d) of the Code). A "highly compensated active
Employee" also includes an Employee who was at any time during the determination
year or the look-back year a five-percent owner of the Employer as defined in
Section 416(i)(1) of the Code.

         A "highly compensated former Employee" means an Employee who separated
from service prior to the determination year, who performed no services for an
Employer during the determination year, and who was a highly compensated active
Employee for either such Employee's separation year or any determination year
ending on or after the Employee's 55th birthday. An Employee who separated from
service before January 1, 1987 will be a highly compensated former Employee only
if the Employee was a five-percent owner or received compensation in excess of
$50,000 during the Employee's separation year (or the year preceding such
separation year) or any year ending on or after such Employee's 55th birthday
(or the last year ending before such Employee's 55th birthday).

         For purposes of determining highly compensated Employees,
"compensation" shall be determined in the same manner as "annual compensation"
in Article XII of the

                                       14
<PAGE>

Plan, increased by before-tax contributions under a cafeteria plan (as defined
in Section 125 of the Code) maintained by the Employer or an affiliated company.

         The determination of highly compensated eligible Employees may be made
by the Administrative Managers on the basis of the "top-paid group" election or
the substantiation guidelines in accordance with such regulations, notices or
other guidance issued under Section 414(q) of the Code.

         Notwithstanding the foregoing, the Administrative Managers may elect to
determine the permissible actual deferral percentage for highly compensated
eligible Employees for any plan year beginning on or after January 1, 1997 on
the basis of the actual deferral percentage of the group of non-highly
compensated employees for the current plan year rather than the preceding plan
year, in accordance with such regulations, notices or other guidance issued
under Section 401(k) of the Code.

         If after the close of any plan year the Administrative Managers shall
determine that the Investment Fund failed to satisfy either of the "actual
deferral percentage tests", the Administrative Managers may utilize any
combination of the following methods to assure that the Investment Fund complies
with one or both of the "actual deferral percentage tests":

         1.   The "excess deferrals" and the income allocable thereto shall be
              distributed to the applicable "highly compensated eligible
              Employees" as soon as practicable after the end of such plan year,
              but no later than 12 months after the close of such plan year; the
              amount of income allocable to each affected highly compensated
              eligible Employee's excess deferrals shall be determined by
              multiplying the income for the plan year allocable to the eligible
              Employee's before-tax contributions (defined below) by a fraction,
              the numerator of which is the highly compensated eligible
              Employee's excess deferrals for the plan year and the denominator
              of which is the sum of: (A) the eligible Employee's account
              balance attributable to before-tax contributions as of the first
              day of the plan year, plus (B) the eligible Employee's before-tax
              contributions for the plan year. The income for the plan year
              allocable to each affected highly compensated eligible Employee's
              before-tax contributions shall be determined by subtracting the
              amount in the denominator of the above-described fraction from the
              account balance attributable to before-tax contributions
              determined as of the last day of the plan year. The amount of
              excess deferrals that may be distributed under this Paragraph A
              with respect to any participant for any plan year shall be


                                       15

<PAGE>


              reduced by the amount of any excess before-tax contributions
              previously distributed pursuant to Paragraph C, if any, for such
              plan year; or

         2.   The "excess deferrals" shall be recharacterized as after-tax
              contributions in accordance with regulations issued under Section
              401(k)(3) of the Code to the extent required to comply with either
              of the "actual deferral percentage tests". Such recharacterized
              amounts shall continue to be treated as before-tax contributions
              for all other purposes under the Code, in accordance with Reg. ss.
              1.401(k)-1(f)(3)(ii)(B).

         "Excess deferrals" shall mean, with respect to each "highly compensated
eligible Employee", the amount equal to total before-tax contributions made on
behalf of the eligible Employee (determined prior to the application of the
leveling procedure described below) minus the product of the eligible Employee's
"actual deferral percentage" (determined after application of the leveling
procedure described below) multiplied by the eligible Employee's salary. In
accordance with the regulations issued under Section 401(k) of the Code, "excess
deferrals" shall be determined by a leveling procedure under which the "actual
deferral percentage" of the "highly compensated eligible Employee" with the
highest such percentage shall be reduced to the extent required to satisfy
either of the "actual deferral percentage tests" or, if it results in a lower
reduction, to the extent required to cause such "highly compensated eligible
Employee's" "actual deferral percentage" to equal the "actual deferral
percentage" of the "highly compensated eligible Employee" with the next highest
"actual deferral percentage". This leveling procedure shall be repeated until
the requirements of either of the "actual deferral percentage tests" are first
satisfied. Once the leveling procedure has been completed, the total dollar
amount of excess deferrals shall be determined. This amount shall be distributed
in accordance with a leveling procedure under which the dollar amount of
before-tax contributions of the highly compensated eligible Employee with the
highest dollar amount of before-tax contributions shall be reduced to the extent
required to distribute the total amount of excess deferrals or, if it results in
a lower reduction, to the extent required to cause such highly compensated
eligible Employee's dollar amount of before-tax contributions to equal the
dollar amount of before-tax contributions of the highly compensated eligible
Employee with the next highest dollar amount of before-tax contributions. This
distribution procedure shall be repeated until all excess deferrals have been
distributed.

         B. Notwithstanding anything contained in the foregoing provisions of
this Article IV or in the provisions of Article V, the provisions on limitations
set forth in Article XII shall apply to limit Employee and Employer matching
contributions in any calendar year which exceed those specified in Article XII.


                                       16
<PAGE>


         C. Notwithstanding anything contained in the foregoing provisions of
this Article IV or in the provisions of Article V, in no event may the amount of
an eligible Employee's before-tax contributions to the Plan, in addition to all
such before-tax contributions under all other cash or deferred arrangements (as
defined in Section 401(k) of the Code) in which an eligible Employee
participates, exceed $7,000 (adjusted for increases in the cost-of-living under
Section 402(g) of the Code) in any calendar year. If in any calendar year an
eligible Employee's total before-tax contributions under the Investment Fund, in
addition to all such salary reduction contributions under all other qualified
cash or deferred arrangements (as defined in Section 401(k) of the Code)
maintained by the Employer or an affiliated company in which the eligible
Employee participates, exceed $7,000 (as adjusted), the excess before-tax
contributions (before-tax contributions in excess of $7,000 (as adjusted))
together with earnings thereon shall be distributed to the eligible Employee as
soon as practicable after the Administrative Managers determine that the excess
before-tax contribution was made, but no later than April 15 of the calendar
year following the calendar year in which the excess before-tax contribution was
made. If an eligible Employee participates in another cash or deferred
arrangement which is not maintained by an Employer or an affiliated company in
any calendar year and his total before-tax contributions under the Investment
Fund and such other plan exceed $7,000 (as adjusted) in a calendar year, he may
request to receive a distribution of the amount of the excess before-tax
contributions (a deferral in excess of $7,000 (as adjusted)) that is
attributable to before-tax contributions in the Investment Fund together with
earnings thereon, notwithstanding any limitations on distributions contained in
the Investment Fund. Such distribution shall be made by the April 15 following
the plan year of the excess before-tax contributions provided that the eligible
Employee notifies the Administrative Managers of the amount of the excess
before-tax contributions that is attributable to before-tax contributions to the
Investment Fund and requests such a distribution. The eligible Employee's notice
must be received by CBS no later than the March 1 following the plan year of the
excess before-tax contributions. In the absence of such notice, the amount of
such excess before-tax contributions attributable to before-tax contributions to
the Investment Fund shall be subject to all requirements on withdrawals and
distributions in the Investment Fund. The amount of excess before-tax
contributions that may be distributed under this Paragraph C with respect to any
eligible Employee for any calendar year shall be reduced by the amount of any
excess deferrals previously distributed pursuant to Paragraph A of this Article
IV, if any, for such year. The amount of earnings allocable to each affected
Employee's excess before-tax contributions shall be determined by multiplying
the income for the plan year allocable to the Employee's before-tax
contributions by a fraction, the numerator of which is the Employee's excess
before-tax contributions for the calendar year, and the denominator of which is
the sum of: (A) the Employee's account balance attributable to


                                       17
<PAGE>

before-tax contributions as of the first day of the calendar year, plus (B) the
Employee's before-tax contributions for the calendar year. The earnings for the
calendar year allocable to each affected Employee's before-tax contributions
shall be determined by subtracting the amount in the denominator of the
above-described fraction from the account balance attributable to before-tax
contributions determined as of the last day of the calendar year.

         D. Notwithstanding anything contained in the foregoing provisions of
this Article IV or in the provisions of Article V, the following rules and
limitations shall apply to a participant's after-tax basic required
contributions, after-tax voluntary supplemental contributions, Employers'
matching contributions, and, if applicable, after-tax periodic special
contributions. If the Administrative Managers shall at any time determine that
the spread between the Employers' matching contributions and the then current
percentage of salary being contributed to the Investment Fund by means of
after-tax contributions for (1) "highly compensated eligible Employees" of the
Employers, and (2) the remaining eligible Employees is such that Employers'
matching contributions and after-tax contributions under the Investment Fund
would fail to satisfy either of the "actual contribution percentage tests" or
the "multiple use test" for the current plan year (assuming such percentages had
been and would continue in constant effect for the plan year), the
Administrative Managers, in their sole discretion, may unilaterally reduce, on a
prospective basis, the maximum percentage of salary with respect to which
"highly compensated eligible Employees" elected to contribute as after-tax
contributions under the Investment Fund. The participant's after-tax
contribution agreement incorporated in his contribution election shall be
automatically adjusted, without any further action on the part of such
participant or his Employer, to conform to the new limitation imposed by the
Administrative Managers. The Administrative Managers, in their sole discretion,
may at any time remove any limitation imposed by it under this provision and any
modifications to the participant's contribution election resulting from such
limitation shall automatically cease to be effective and such contribution
election shall continue in effect under the terms that existed immediately prior
to such modifications.

         For purposes of this Paragraph D, the following terms shall have the
following meanings:

         "Actual contribution percentage test" shall mean either of the
following:

         1.   The "actual contribution percentage" for the group of "highly
              compensated eligible Employees" is not more than the "actual
              contribution percentage"


                                       18
<PAGE>

              for all other eligible Employees for the preceding plan year
              multiplied by 1.25; or


         2.   The excess of the "actual contribution percentage" for the group
              of "highly compensated eligible Employees" over the "actual
              contribution percentage" of all other eligible Employees for the
              preceding plan year is not more than two percentage points, and
              the "actual contribution percentage" for the group of "highly
              compensated eligible Employees" is not more than the "actual
              contribution percentage" of all other eligible Employees for the
              preceding plan year multiplied by 2.0.

         "Actual contribution percentage" with respect to any specified group of
active eligible Employees for a plan year shall mean the average of the ratios
(calculated separately for each eligible Employee in the group) of:

         1.   the amount of Employers' matching contributions and after-tax
              contributions, plus the amount of any before-tax contributions
              recharacterized pursuant to Article IV, the amount of any
              before-tax contributions treated as Employers' matching
              contributions for purposes of the "actual contribution percentage
              test", contributed to the Investment Fund on behalf of each such
              eligible Employee for such plan year, to

         2.   the eligible Employee's salary for such plan year.

         For purposes of determining "actual contribution percentages", any
eligible Employee who is suspended from participation shall be treated as an
eligible Employee. In all events, "actual contribution percentages" will be
determined in accordance with all of the applicable requirements of Section
401(m) of the Code and the regulations issued thereunder. For purposes of
determining the actual contribution percentage, any plans which are treated as
one plan for purposes of section 410(b) shall be treated as one plan. If a
highly compensated eligible Employee participates in two or more plans of an
employer, all contributions under those plans shall be aggregated for purposes
of determining the actual contribution percentage of such highly compensated
eligible Employee.

         Notwithstanding the foregoing, the Administrative Managers may elect to
determine the permissible actual contribution percentage for highly compensated
eligible Employees for any plan year beginning on or after January 1, 1997 on
the basis of the actual contribution percentage of the group of non-highly
compensated employees for the


                                       19
<PAGE>


current plan year rather than the preceding plan year, in accordance with such
regulations, notices or other guidance issued under Section 401(m) of the Code.

         The term "highly compensated eligible Employee" shall have the same
meaning as in Article IV, Paragraph A.

         The term "multiple use test" shall mean the rules prohibiting the
multiple use of the alternative limitation described in Section
401(k)(3)(A)(ii)(II) and Section 401(m)(2)(A)(ii) of the Code, and the
provisions of Treas. Reg. Section 1.401(m)-2(b) and any further guidance issued
thereunder.

         If after the close of any plan year the Administrative Managers shall
determine that the Investment Fund failed to satisfy either of the "actual
contribution percentage tests", the Administrative Managers may utilize any
combination of the following methods to assure that the Investment Fund complies
with one or more of the "actual contribution percentage tests":

         1.   The "excess aggregate contributions" made with respect to "highly
              compensated eligible Employees" with respect to such plan year,
              and any income allocable thereto, determined in accordance with
              regulations issued under Section 401(m) of the Code, shall be
              distributed to the applicable "highly compensated eligible
              Employees" in an amount equal to each such Employee's after-tax
              contributions (including recharacterized before-tax contribution)
              as soon as practicable after the end of such plan year, but no
              later than 12 months after the close of such plan year.

         2.   If the Investment Fund fails to satisfy either of the "actual
              contribution percentage tests" following the distribution of
              after-tax contributions and income described under (1) above, the
              remaining "excess aggregate contributions" made on behalf of
              "highly compensated eligible Employees" with respect to such plan
              year, and the income allocable thereto, determined in accordance
              with regulations under Section 401(m) of the Code shall be
              distributed to the applicable "highly compensated eligible
              Employees" as soon as practicable after the end of such plan year,
              but no later than 12 months after the close of such plan year.

         3.   Before-tax contributions may be treated as Employer matching
              contributions solely for the purposes of satisfying either of the
              "actual contribution percentage tests".


                                       20
<PAGE>


         "Excess aggregate contributions" shall mean with respect to each
"highly compensated eligible Employee," the amount equal to the total Employer
matching contributions made on his behalf and his after-tax contributions
(including the amount of any before-tax contributions recharacterized pursuant
to Article IV) determined prior to the application of the leveling procedure
described below minus the product of the eligible Employee's contribution
percentage, determined after the application of the leveling procedure described
below, multiplied by the eligible Employee's compensation. Under the leveling
procedure, the contribution percentage of the "highly compensated eligible
Employee" with the highest such percentage is reduced to the extent required to
enable the Plan to satisfy either of the "actual contribution percentage tests",
or it results in a lower reduction, to the extent required to cause such
eligible Employee's contribution percentage to equal that of the "highly
compensated eligible Employee" with the next highest contribution percentage.
This leveling procedure is repeated until the Plan complies with either of the
"actual contribution percentage tests". Once the leveling procedure has been
completed, the total dollar amount of excess aggregate contributions shall be
determined. This amount shall be distributed in accordance with a leveling
procedure under which the dollar amount of after-tax contributions of the highly
compensated eligible Employee with the highest dollar amount of after-tax and
matching Employer contributions shall be reduced to the extent required to
distribute the total amount of excess aggregate contributions or, if it results
in a lower reduction, to the extent required to cause such highly compensated
eligible Employee's dollar amount of after-tax and matching Employer
contributions to equal the dollar amount of after-tax and matching Employer
contributions of the highly compensated eligible Employee with the next highest
dollar amount of after-tax and Employer matching contributions. This
distribution procedure shall be repeated until all excess aggregate
contributions have been distributed. In no case shall the amount of "excess
aggregate contributions" with respect to any "highly compensated eligible
Employee" exceed the after-tax contributions and Employer matching contributions
made on behalf of such eligible Employee in any plan year.

         E. Notwithstanding anything to the contrary in this Article IV,
Employer matching contributions, before-tax contributions and after-tax
contributions may not be made to this Investment Fund in violation of the
"multiple use test." If such multiple use occurs, the actual contribution
percentages for all "highly compensated eligible Employees" (determined after
applying the "actual deferral percentage" and "actual contribution percentage"
tests) shall be reduced in accordance with Treas. Reg. Section 1.401(m)-2(c) and
any further guidance issued thereunder in order to prevent such multiple use of
the alternative limitation.


                                       21
<PAGE>


         F. Notwithstanding anything in the Investment Fund to the contrary, if
the rate of the Employers' matching contributions (determined after application
of the corrective mechanisms described in Paragraph A, Paragraph C and Paragraph
D) discriminates in favor of "highly compensated eligible Employees," the
Employer matching contribution attributable to any excess deferrals, excess
before-tax contributions of each affected "highly compensated eligible Employee"
shall be charged to the participant's Employer matching contributions subaccount
and credited to his Employer's matching contributions forfeiture account so that
the rate of Employer matching contributions is nondiscriminatory. Any such
charges shall be made no later than the end of the plan year following the plan
year for which the Employer's matching contribution was made.

         (iv)  reallocation directions:
               -----------------------

         Subject to such conditions as the Administrative Managers shall
prescribe on a uniform basis, any participant may from time to time reallocate
in whole percentages his various Fund account balances among the various
available Funds, including to and from a Self Directed Fund account. The
following restrictions shall apply, however, to reallocations into the Self
Directed Fund: (I) in order for an amount to be reallocated to a participant's
Self Directed Fund account, the amount in the participant's Self Directed Fund
account immediately following the reallocation may not exceed 50 percent of the
participant's entire Investment Fund account balance (net of any participant
loans); (II) the initial reallocation of amounts into a participant's Self
Directed Fund account may not be in an amount less than $2,500; (III) any
subsequent reallocation of amounts into a participant's Self Directed Fund
account may not be in an amount less than $1,000; (IV) a participant must
complete such application and disclosure documents as are required by the
Administrative Managers to open a Self Directed Fund account; and (V) amounts
reallocated to a participant's Self Directed Fund account may not have been in
the participant's Stable Value Fund account during the 90-day period prior to
the reallocation into the Self Directed Fund account.

         Following a reallocation, amounts that have been transferred shall
retain the after-tax, before-tax, matching, or rollover character which was
attributable to such amounts immediately prior to the reallocation. For
investment reallocation directions filed effective with commencement of daily
valuation under the Investment Fund, any such reallocation direction shall
become effective on the valuation date coincident with or next following the
date on which such investment reallocation direction was made. A participant may
elect to make unlimited reallocations with respect to his accounts in any
calendar quarter.




                                       22
<PAGE>

         A participant's reallocation request (as well as other requests and
elections permitted under this Section IV) may be made on such forms and in such
manner as permitted by the Administrative Managers, including through telephonic
notice procedures.

         (v)  rollover contributions:
              ----------------------

         A. Any Employee who receives an "eligible rollover distribution" from
any qualified plan (or a conduit IRA that satisfies the conditions of Code
Section 408(d)(3)(A)(ii)) shall be eligible to make a rollover contribution of
such "eligible rollover distribution" to the Investment Fund. The Trustee shall
credit the amount of any rollover contribution to the participant's rollover
contributions account, in accordance with the participant's designation, as of
the date the rollover contribution is made.

         B. The term rollover contribution means the contribution of an
"eligible rollover distribution" to the Trustee by the Employee or the trustee
of another "eligible retirement plan" (as defined in Section 402(c)(8)(B) of the
Code).

         C. For purposes of this Section IV.(v), the term "eligible rollover
distribution" means:

            1.   part or all of the amount (other than nondeductible employee
                 contributions) received by such Employee or distributed
                 directly to this Plan on such Employee's behalf from an
                 employee plan and trust described in Code Section 401(a) which
                 is exempt from tax under Code Section 501(a) (or a conduit IRA
                 that satisfies the conditions of Code Section
                 408(d)(3)(A)(ii)).

In all events, such amount shall constitute an "eligible rollover distribution"
only if such amount qualifies as such under Code Section 402(c) and the
regulations and other guidance thereunder and is a distribution of all or any
portion of the balance to the credit of the Employee from the distributing plan
or conduit IRA other than any distribution: (1) that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or for a specified period
of ten years or more; (2) to the extent such distribution is required under Code
Section 401(a)(9); (3) to the extent such distribution is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); or (4) that is made to a
non-spouse beneficiary.


                                       23
<PAGE>


            2.   Once accepted by the Trust, an amount rolled over pursuant to
                 this Section IV.(v) shall be credited to the participant's
                 accounts, and invested in the funds in accordance with the
                 participant's directions for such amounts. Thereafter, such
                 rolled over amounts shall be administered and invested in
                 accordance with Article IV and subject to the distribution
                 provisions set forth in Article VI. For purposes of Article VI,
                 except as otherwise provided in Paragraph G of Article VI,
                 rolled over amounts shall be subject to the same provisions as
                 a participant's before-tax subaccount. The limitations of
                 Article IV, Section (iii) and Article XII shall not apply to
                 rollover contributions. All rollover contributions shall be
                 made in cash and shall be fully vested. No Employer's matching
                 contributions shall be made with respect to rollover
                 contributions.

                                       24
<PAGE>

V.       Employer's Matching Contributions
         ---------------------------------

         A. Part A Participants. This Section V.A shall apply to Part A
participants and only to Part A participants. Such Part A participants who are
employed on the last day of a plan year (or who retire or experience a
disability during the plan year) or such other Part A participants as are
established by the Administrative Managers as eligible to receive a
discretionary Employer matching contribution may be eligible to receive a
discretionary Employer matching contribution based on their before-tax
contributions up to as much as 5% of salary. Whether such a discretionary
matching contribution shall be made, which Part A participants shall be eligible
to receive the discretionary matching contribution, how much of a Part A
participant's before-tax contributions (not exceeding 5% of salary) shall be
eligible for matching, how much the Employer shall contribute for each dollar of
before-tax contributions that are eligible for matching, and the other terms of
such a discretionary matching contribution, are entirely within the discretion
of the Administrative Managers, to be determined on an annual basis.

         B. Part B Participants. This Section V.B shall apply to Part B
participants and only to Part B participants. Except as otherwise provided in
the last sentence of this paragraph, as of and as promptly as shall be
practicable after the close of each pay period, (a) each Employer shall pay to
the Trustee, as such Employer's matching contribution, the amount which will
enable CBS or its designee to effect the credits hereinafter in this Article V
referred to in the Employer matching contribution subaccounts of those Part B
participants whose required basic contributions shall be or shall have been paid
to the Trustee by such Employer as of such valuation date, and (b) CBS or its
designee shall credit such matching contributions to Part B participants'
Employer matching contributions subaccounts. Notwithstanding the foregoing
provisions of this Article V, no Employer shall make a matching contribution as
of any valuation date in excess of whichever shall be greater of the amount of
such Employer's earnings and profits for such Employer's taxable year in which
such valuation date shall occur or the amount of such Employer's earnings and
profits as of the end of such taxable year, prior, in either case, to any charge
for such contribution; if and to the extent that any Employer shall not be able
to make such a matching contribution because it shall have insufficient such
earnings and profits, the other Employers shall, in such proportions as the
Administrative Managers shall determine and subject to the same limitations
based upon their earnings and profits, make such matching contribution on behalf
of such first-mentioned Employer. With respect to a Part B participant for whom
the numerical total of his or her attained years of age plus the full years of
his or her continuous employment period is less than 55, the Employer's matching
contribution to be credited to such Part B participant's Employer matching
contribution subaccount shall be of a value equal to 100% of his or her required
basic contribution. With respect to a Part B participant whose required basic
contribution


                                       25
<PAGE>


is the maximum permitted amount of 2-1/2 percent of his or her salary and for
whom the numerical total of his or her attained years of age plus the full years
of his or her continuous employment period equals 55 or greater, the Employer's
matching contribution to be credited to such Part B participant's Employer
matching contribution subaccount shall be increased to be of a value equal to
(i) 120 percent of his or her required basic contribution if the Part B
participant has not attained age 50 or (ii) 160 percent of his or her required
basic contribution if the Part B participant has attained age 50. Such increased
rate of Employer's matching contribution shall become effective as of and as
promptly as shall be practicable after January 1 of the year in which a Part B
participant shall satisfy the one or several requirements for entitlement
thereto, but shall be made only if the total of the Part B participant's
required basic contribution election and voluntary supplemental contribution
election as then in effect, as a percentage of the Part B participant's salary,
equals or exceeds such increased rate. The manner for payment, conversion,
charging and crediting of Employer's matching contributions at such increased
rates shall be identical to that provided in the first sentence of this Article,
and the making thereof shall not be deemed to contravene the final sentence of
this paragraph. No Employer matching contributions shall be made with respect to
voluntary supplemental contributions or periodic special contributions of a Part
B participant.

         C. Part C Participants. This Section V.C shall apply to Part C
participants and only to Part C participants. Effective as of the last business
day of each calendar month, for each dollar of required basic contributions a
Part C participant contributes on either an after-tax basis or a pre-tax basis,
his Employer shall contribute fifty cents (50(cent)) into the Part C
participant's Employer matching contributions account; provided that such
Employer Match Contribution may, at the discretion of the Administrative
Managers, be made in the form of shares of Viacom Inc. Stock equal in value to
the Employer matching contribution as determined based on the closing price of
Viacom Inc. Stock on the New York Stock Exchange as of the last business day of
such calendar month, rather than in cash, with respect to each Part C
participant (i) who is not represented by a labor organization or other
representative which is recognized by an Employer as a representative for the
purpose of collective bargaining, or (ii) who is represented by a labor
organization or other representative which is recognized by an Employer as
representative for the purpose of collective bargaining, to the extent that such
labor organization or other representative makes a request that represented Part
C participants be eligible for Employer matching contributions in the form of
shares of Viacom Inc. Stock and the Administrative Managers designated such
represented Part C participants as eligible for Employer matching contributions
in the form of shares of Viacom Inc. Stock.


                                       26
<PAGE>


         D. Employer matching contributions and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.

         E. Effective January 1, 1997, Employer matching contributions which are
credited to a participant's Employer matching contributions subaccount shall be
invested in the Company Stock Fund. At any time following the date on which such
Employer matching contributions are credited to a participant's Employer
matching contributions subaccount, the participant may elect, in accordance with
Paragraph (iv) of Article IV to reallocate the amount of such Employer matching
contributions held in the Company Stock Fund to other investment alternatives
available under the Plan.


                                       27
<PAGE>

VI.      Termination of Participation; Withdrawals;
         Determination and Payment of Benefits
         ------------------------------------------

         A.1. Nothing contained herein shall require any Employer to continue
any participant in its employ, or require any participant to continue in the
employ of any Employer, or require any Employer to continue to pay compensation
to any participant during a leave of absence, or require any Employer to pay
compensation to any participant during a leave of absence at the same rate as
prior to the commencement thereof. Except as otherwise provided in the next
sentence of this Paragraph A, if the employment of any participant by an
Employer shall terminate for any reason whatever, including his death, his
participation in the Investment Fund shall terminate as of the date of such
termination of employment. In any event, (a) if, concurrently with the
termination of the employment of a participant by any of the Employers, such
participant shall become an employee of a non-Fund subsidiary, or (b) if a
participant shall either (i) be transferred to a group of employees not
determined by the Board to be eligible to participate in the Investment Fund or
(ii) become an employee whose principal terms and conditions of employment are
subject to the terms of a collective bargaining agreement which does not provide
for eligibility for participation in the Investment Fund, his participation in
the Investment Fund shall not terminate until the business day on which he shall
no longer be an Employee of any of the Employers or an employee of any non-Fund
subsidiary and he shall be deemed to have suspended his contribution election as
then in effect for those of his consecutive payroll periods which shall be
co-extensive with the period during which he shall be an employee of a non-Fund
subsidiary or any employee included in such an ineligible group or an employee
whose principal employment terms and conditions are subject to such a collective
bargaining agreement, as the case may be, and such contribution election shall
not be subject to renewal during such payroll periods.

              Notwithstanding the preceding paragraph or any other provisions of
the Plan to the contrary, if a participant's employment with an Employer is
terminated due to the transfer by CBS of certain in-house functions to a
corporation or other service provider which is not an affiliated company of CBS,
such participant shall be treated as having "separated from service" for
purposes of section 401(k)(2)(B)(i)(I) of the Code and shall be eligible for a
termination benefit in accordance with Paragraph C.

         B.1. A participant may file with CBS or its designee a request to have
paid to him the amount equal to whichever shall be the lesser of (a) the amount
specified in, or computed in accordance with, such request, or (b) the amount
equal to the sum of the value as of the most recent valuation date following
receipt by CBS or its designee of the participant's request (in accordance with
the Administrative Managers' processing rules)


                                       28
<PAGE>


of the participant's after-tax subaccounts (but excluding amounts in the
participant's Self Directed Fund account). Such request shall specify the
extent, if any, to which after-tax subaccount amounts in each of the Funds (not
including the Self Directed Fund) shall respectively be charged to effect such
withdrawal. The Administrative Managers shall, as of and as promptly as shall be
practicable after such valuation date, effect the charges so specified to such
accounts, and make such payment to such participant. After a participant has
attained age 59-1/2, the foregoing provisions limiting the right of withdrawal
to the amount of the after-tax subaccounts shall lapse, and the withdrawal may
be requested and effected of amounts which include the value of the
participant's before-tax, vested Employer matching contributions, and rollover
contributions subaccounts as well as his after-tax subaccounts then credited to
such participant's accounts. A participant's Self Directed Fund account is not
available as a source of withdrawals.

              For purposes of this Paragraph B.1 of Article VI, a participant's
withdrawal request may be made solely through the telephonic notice procedures
(including with participants' consents through endorsement or deposit of the
distributed amounts) in the manner prescribed by the Administrative Managers.
Notwithstanding the foregoing, if a participant's request is made pursuant to
such telephonic notice, the amount payable to such participant shall be based on
the value of the participant's subaccounts as of the valuation date determined
in accordance with the valuation procedures established by the Administrative
Managers and the Trustee for processing such requests. The amount withdrawn
shall be charged on a pro rata basis to each fund in the participant's account
if the participant's request is made pursuant to telephonic notice, unless the
participant separately provides notice to the Administrative Managers or its
designee that the amount withdrawn is to be charged to a specific fund or funds.

              A participant may make no more than two withdrawal requests under
this Paragraph B.1 in any calendar year.

           2. Prior to his attainment of age 59-1/2, a participant who has
already withdrawn the maximum amount allowable under this Article VI may, in
accordance with the foregoing procedures, request a withdrawal, to meet a bona
fide financial emergency, of amounts in the participant's before-tax, vested
Employer matching contributions, and rollover contributions subaccounts thereof.
Any such withdrawal request may be made on such forms and in such manner as
prescribed by the Administrative Managers, including through telephonic notice
procedures (which shall include participants' consents through endorsement or
deposit of the withdrawn amounts). Any withdrawal request granted under this
Paragraph B.2 shall be deemed to be one of the two withdrawal requests under
Paragraph B.1 for the calendar year. In considering and making


                                       29
<PAGE>


determinations upon such hardship requests, the Administrative Managers will act
on the basis of positive evidence which the participant will be required to
furnish, and will make its determinations on a uniform and nondiscriminatory
basis. Consent for such hardship withdrawals will be granted if and only to the
extent that the Administrative Managers determine that (i) the distribution is
necessary in light of immediate and heavy financial needs of the participant,
(ii) the distribution will not exceed the amount required to meet such financial
needs, and (iii) funds to meet such financial needs are not reasonably available
from other resources of the participant. Such determination shall be made in
accordance with the following guidelines:

                   (a) Demonstration of Need. The participant must establish an
         immediate and heavy financial need for a withdrawal of funds pursuant
         to this section. The Administrative Managers shall determine, in a
         nondiscriminatory manner and in accordance with the provisions of
         Section 401(k) of the Code, whether a participant has a financial
         hardship. For this purpose, the term "financial hardship" shall be
         determined in accordance with the regulations issued pursuant to
         Section 401(k) of the Code and any other notices or rulings of general
         applicability issued under Section 401(k) of the Code and, to the
         extent permitted by such regulations, shall be limited to any financial
         need arising from: (1) medical expenses previously incurred or expenses
         necessary to obtain medical care not covered by insurance and arising
         from serious illness, accident or total disability of the participant
         or any member of his family, (2) expenses relating to the payment of
         tuition for the next 12 months of post-secondary education of a
         participant, his spouse or dependent, (3) the expenses (excluding
         mortgage payments) required for the purchase of a primary residence for
         the participant, or (4) expenses relating to the need to prevent the
         eviction of the participant from his principal residence or foreclosure
         on the mortgage of the participant's principal residence.

                   (b) Amount of Hardship Withdrawal. The amount of any
         withdrawal by a participant under subsection (a) above shall not exceed
         the amount required to meet the immediate financial need created by the
         hardship. In no event may the amount of any withdrawal exceed the
         lesser of: (1) the total value of the participant's before-tax
         contributions determined as of December 31, 1988 (taking into account
         earnings and losses attributable to such amounts), plus the total
         amount of the participant's before-tax contributions that are made
         after December 31, 1988, or (2) the value of all before-tax
         contributions made to the Plan (taking into account earnings and losses
         attributable to such amounts).


                                       30
<PAGE>


                   (c) Availability of Other Resources. In order to make a
         withdrawal under this paragraph, the participant must establish that he
         cannot relieve the financial hardship with assets that are reasonably
         available to the participant from other resources of the participant.
         For this purpose, the Administrative Managers may reasonably rely upon
         a participant's representation that the financial hardship cannot be
         relieved through: (i) reimbursement or compensation by insurance or
         otherwise, (ii) reasonable liquidation of the participant's assets, to
         the extent such liquidation would not itself cause an immediate and
         heavy financial need, (iii) cessation of before-tax contributions and
         after-tax contributions under the Investment Fund, or (iv) nontaxable
         (at the time of the loan) loans from plans maintained by the Employer
         or by any other employer or by borrowing from commercial sources on
         reasonable commercial terms (except to the extent any such borrowing
         would fail to alleviate the hardship or the repayment of such borrowing
         would cause a financial hardship). A participant's resources shall be
         deemed to include those assets of his spouse and minor children that
         are reasonably available to the participant. In the absence of such
         representations, a participant shall be deemed to have no other
         resources reasonably available if: (i) the participant has obtained all
         withdrawals, distributions and loans currently available to the
         participant under the Investment Fund and all other plans maintained by
         the Employer or an affiliated company (except to the extent any such
         borrowing would fail to alleviate the hardship or the repayment of such
         borrowing would cause a financial hardship); and (ii) the amount of the
         participant's before-tax contributions under the Investment Fund and
         under all plans maintained by the Employer or an affiliated company for
         the year following the year of the withdrawal are limited to the
         applicable limit under Section 402(g) of the Code for such year minus
         the participant's before-tax contributions for the year of the hardship
         withdrawal.


         C.1.   Except as otherwise provided in Paragraph E of this Article VI,
each participant whose employment (and participation) shall terminate at any
time for any reason whatever shall be entitled to receive as a termination
benefit the amount equal to the value on the valuation date immediately
following or coincident with his termination date of the amounts credited to his
before-tax subaccounts, after-tax subaccounts, and rollover contribution
subaccounts, all as of such termination date; provided that, amounts must have
been reallocated from his Self Directed Fund account to another available Fund
before such amounts are available for distribution.

           2. Except as otherwise provided in Paragraph E of this Article VI,
each participant whose employment (and participation) shall terminate either (a)
for any reason on or subsequent to his 65th birthday or (b) at any time by
reason of his death or his


                                       31
<PAGE>


disability or (c) at any time prior to his 65th birthday when his continuous
employment period shall be three or more years, shall be entitled to receive as
a termination benefit the amount equal to the value on the valuation date
immediately following or coincident with his termination date of the amounts
credited to his Employer matching contributions subaccounts; provided that,
amounts must have been reallocated from his Self Directed Fund account to
another available Fund before such amounts are available for distribution.

           3. Except as otherwise provided in Paragraph E of this Article VI,
each participant whose employment (and participation) shall terminate, other
than by reason of his death or his disability, at any time prior to his 65th
birthday when his continuous employment period shall be less than three years,
shall be entitled to receive as a termination benefit the amount equal to the
value on the valuation date immediately following or coincident with his
termination date of the vested amounts credited to his Employer matching
contributions subaccounts as of such termination date. If a participant
terminates employment prior to the date on which he is fully vested in his
account and receives a distribution of such account, the Administrative Managers
shall, as of and as promptly as shall be practicable after such valuation date,
charge to such former participant's Employer matching contributions subaccount
and credit to his Employer's matching contributions forfeiture account, the
unvested Employer matching contributions units credited to such former
participant's Employer matching contributions subaccount as of such termination
date; provided, however, that if such participant returns to employment before
incurring five consecutive one-year breaks-in-service, he shall be entitled to
repay to the Investment Fund the amount of his termination benefit attributable
to his Employer matching contributions subaccount if such repayment is made
prior to the fifth anniversary of his resumption of employment. In that event,
such participant shall have credited to his Employer matching contributions
subaccount the unvested Employer matching contributions amounts which were
credited to his account as of his prior termination date and the Employer's
matching contributions forfeiture account shall be charged in an identical
amount.

         D. Upon the termination of a participant's employment (and
participation) at any time for any reason whatever, and upon the termination of
a participant's employment (but not his participation) under the circumstances
referred to in the third sentence of Paragraph A of this Article VI, his
Employer shall repay to such former participant (or, in the event of his death,
to his executors or administrators) or to such participant any amounts withheld
or deferred from his salary, pursuant to a contribution election in effect prior
to such termination, which have not been transferred to the Trustee.


                                       32
<PAGE>


         E.1. (a) Any participant may file with CBS an election to have his
termination benefit (other than a termination benefit payable by reason of his
death) paid in a single payment or in a series of monthly or annual installments
over a period not exceeding the lesser of 20 years or the life expectancy of
such participant or the life expectancy of such participant and any individual
designated as a beneficiary by such participant, provided that if the
beneficiary is not the spouse of the participant, the present value of the
installments payable to the participant shall at least equal 50 percent of the
present value of the total installments payable to the participant and his
beneficiary. Such single payment or the first such installment payment shall be
made at the time specified in such election but not later than April 1 of the
calendar year following the later of the calendar year in which such participant
attains age 70-1/2, or the year in which such participant retires. If a
participant is receiving his termination benefit in a series of installments and
dies before his entire interest has been distributed to him, the balance of his
termination benefit shall continue to be paid in such installments or, if his
beneficiary so elects, in a single payment. The value of his termination
benefit, if made in a single payment, shall be determined as of the valuation
date determined in accordance with the procedures established by the
Administrative Managers and the Trustee for processing distributions. The
valuation date for any installment payment shall be the valuation date on which
the installment payment is processed, in accordance with procedures established
by the Administrative Managers and the Trustee.

         (b) Any participant may file with CBS an election to have a termination
benefit payable by reason of his death paid in a single payment to be paid to
his beneficiary at the time specified in such election but not later than five
years after the date of his death or in a series of monthly or annual
installments to an individual designated as his beneficiary over a period not
exceeding the lesser of 20 years or the life expectancy of such beneficiary and
beginning at the time specified in such election but not later than one year
after the date of his death (or if the participant's beneficiary is his
surviving spouse, the date on which the participant would have attained age
70-1/2).

         (c) Any participant may also, not less than 30 days prior to his
termination date, modify or revoke any distribution election theretofore made by
him. If any participant shall not have a distribution election in effect on his
termination date, his termination benefit shall be paid to him (or in the event
of his death, to his beneficiaries) in a single payment, provided, that if the
value on the valuation date coincident with or immediately following such
termination date of the amounts credited to his Fund accounts as of such
termination date (or as of the date of any prior distribution or withdrawal)
shall exceed $5,000, his termination benefit shall not be immediately
distributed without his consent. If any participant does not


                                       33
<PAGE>


consent to such a distribution, the termination benefit will not be paid until
the earliest of his attainment of age 70-1/2, his consent to a distribution, or
his death. Upon the earliest of such dates, his entire termination benefit shall
be paid to him or his beneficiary in accordance with the participant's
distribution election. The value of his termination benefit shall be determined
as of the earliest to occur of the valuation date coincident with or (i)
immediately following his attainment of age 70-1/2, or (ii) immediately
following the receipt by CBS of his consent to an immediate distribution, in
accordance with the procedures established by the Administrative Managers and
the Trustee for processing distributions, or (iii) immediately following his
death.

         (d) Prior to July 1, 1997, for the sole purpose of determining a
participant's entitlement to a distribution under this Article VI, except as
provided below, no distribution shall be permitted upon the sale or other
business disposition by CBS or an affiliated company of a trade or business or
the sale by CBS or an affiliated company of its interest in a subsidiary, with
respect to a participant who is employed by such trade or business or subsidiary
immediately prior to such sale or disposition and who continues in the employ of
(i) the employer that acquires the assets of such trade or business or acquires
the interest of such subsidiary or (ii) any other entity related to such
employer.

         Notwithstanding the preceding paragraph or any other provisions of the
Plan, for the sole purpose of determining a participant's entitlement to a
distribution of his entire account under this Article VI, a distribution may be
made on account of the disposition of WCAU-TV, WCIX-TV (provided, however, that
this provision shall not apply to any employee of WCIX-TV who had not received a
distribution as of November 24, 1995 and who continues in the employ of the
corporation that acquired WCIX-TV), WPRI-TV, KTXQ-FM, KRRW-FM, KKRW-FM, or
KLOU-FM with respect to any participant whose employment with an Employer is
terminated due to such disposition and who continues in the employ of the
corporation that acquires WCAU-TV, WCIX-TV, WPRI-TV, KTXQ-FM, KRRW-FM, KKRW-FM,
or KLOU-FM.

         On and after July 1, 1997, a participant shall be entitled to a
distribution upon (i) the sale or other business disposition by CBS or an
affiliated company of at least 85 percent of the assets used by CBS or the
affiliated company in a trade or business to an unrelated corporation which does
not maintain the Plan, but only if the participant continues in the employ of
the employer that acquires the assets of such trade or business or any other
entity related to such employer and only if CBS continues to maintain this Plan,
or (ii) the sale or other disposition by the employer of its interest in a
subsidiary to an unrelated entity which does not maintain the Plan, but only if
the participant continues


                                       34
<PAGE>

in the employ of the employer that acquires the interest of such subsidiary or
any other entity related to such employer and only if CBS continues to maintain
this Plan.

         In accordance with the requirements of Code section 401(k) and the
regulations thereunder, distributions on account of the disposition of WCAU-TV,
WCIX-TV, WPRI-TV, KTXQ-FM, KRRW-FM, KKRW-FM, KLOU-FM or any disposition
described in the immediately preceding paragraph shall be only in the form of a
single sum distribution, and may not be made in the form of installments, as
described in Section E.1.(a) of this Article. In addition, in order for a
participant to receive a distribution on account of such dispositions, the
participant must properly elect to receive such distribution no later than the
end of the second calendar year after the calendar year in which the applicable
disposition occurred.

         (e) To the extent distributions commence in the form of a series of
monthly or annual installments, the Self Directed Fund shall not be available
thereafter as an investment option for amounts not yet distributed.

           2 . (a) A distribution election shall be set forth in a written
notice given to CBS and, if made, such notice shall be given during the 90-day
period before the date the payment of his termination benefit shall commence,
which period shall be extended, if necessary, to include at least the 90 days
after the date the information referred to in section (b) of this subparagraph 2
shall have been given to such participant; provided, however, that if such
participant shall have given notice less than 90 days before the date on which
the payment of his termination benefit shall commence of his intent to terminate
employment, such election period shall end on the later of such date or the 30th
day after the date on which such notice shall have been given, which period
shall be extended, if necessary, to include at least 30 days after the
information referred to in section (b) of this subparagraph 2 shall have been
given to such participant. Elections hereunder shall be revocable during such
election period.

         Notwithstanding the foregoing, distribution of a participant's account
under the Plan may occur prior to thirty (30) days after the Administrative
Managers provide notice pursuant to section (b) of this subparagraph 2,
provided:

              (i) The Administrative Managers inform the participant that he has
         a right to a period of at least thirty (30) days after receiving the
         notice to consider the decision of whether to receive an immediate
         distribution; and

              (ii) the participant, after receiving the notice, affirmatively
         elects to receive an immediate distribution.


                                       35
<PAGE>



                   (b) Within seven days after the commencement of such election
         period, or, if earlier, nine months prior to a participant's attainment
         of age 55, such participant shall be furnished with a notice written in
         non-technical terms of the availability of the distribution election.

           3. Any participant may, in accordance with the provisions of section
(a) of subparagraph 2 of this Paragraph E, file with CBS an election to have
that portion of his termination benefit consisting of amounts credited to his
Company Stock Fund account paid to him (or, in the event of his death, to his
beneficiaries), to the extent possible, in shares of Viacom Inc. Stock in lieu
of in cash ("a stock election"). Any participant may also, in accordance with
such provisions of said section (a), revoke any such election theretofore made
by him.

           4. Notwithstanding any other provisions of Paragraph E of this
Article VI, if a participant is married, any designation of a beneficiary other
than the participant's spouse shall be given effect only if such spouse consents
in writing to such designation and such consent acknowledges that such spouse is
thereby waiving in favor of such other beneficiary the right to receive the
amount payable hereunder upon the death of the participant and such consent is
witnessed by a notary public. The preceding sentence shall not apply to a
designation by a participant who establishes to the satisfaction of the
Administrative Managers that his spouse cannot be located. No designation of a
beneficiary made before a participant is married shall be given effect after the
participant becomes married.

           5. Notwithstanding any other provision of Paragraph E of this Article
VI, a participant shall be deemed to have filed all distribution election forms
or requests and any subsequent modifications or revocations (other than the
designation of beneficiary described in subparagraph 3 of this paragraph E) by
providing telephonic notice in the manner prescribed by the Administrative
Managers (which shall include participants' consents through endorsement or
deposit of the distributed amounts). Notwithstanding the foregoing, if a
participant's request is made pursuant to such telephonic notice, the value of
such participant's termination benefit shall be based on the value of the
participant's termination benefit as of the valuation date determined in
accordance with the valuation procedures established by the Administrative
Managers and the Trustee for processing such requests.

         F.1. If any former participant shall have in effect a distribution
election referred to in section (b) of subparagraph 1 of Paragraph E of this
Article VI, or if any


                                       36
<PAGE>



former participant shall have in effect a distribution election referred to in
section (a) of said subparagraph 1 and shall die prior to the payment of his
termination benefit in full:

                   (a) As of and as promptly as shall be practicable after the
         valuation date immediately following or coincident with such former
         participant's termination date (if such distribution election shall be
         one referred to in said section (b)) or the valuation date immediately
         following or coincident with the date of such former participant's
         death (if such distribution election shall be one referred to in said
         section (a) and such participant shall die prior to the payment of his
         entire termination benefit in full), as the case may be:

                       (i) The Administrative Managers shall determine the value
                   of the amounts credited to such former participant's accounts
                   as of such termination date or as of the date of the death of
                   such former participant, as the case may be.

                       (ii) The Administrative Managers shall charge such
                   amounts, to the extent vested, to such respective accounts.

                       (iii) If such distribution election shall be one referred
                   to in said section (a) or said section (b), the Trustee shall
                   pay to such former participant or his beneficiaries, as the
                   case may be, the amounts so charged.

                   (b) If a stock election of such former participant shall be
         in effect, as of and as promptly as shall be practicable after the
         applicable valuation date referred to in section (a) of this
         subparagraph 1:

                       (i) The Trustee shall distribute to such former
                   participant or his beneficiaries, as the case may be, the
                   largest possible number of full shares of Viacom Inc. Stock,
                   registered in the name of such former participant or his
                   beneficiaries, along with cash for fractional shares, the
                   total value of which shall be equal to the value of the
                   amounts credited to his Company Stock Fund account as of the
                   valuation date or as of the date of the death of such former
                   participant, as the case may be.

                       (ii) The Administrative Managers shall charge the amounts
                   so distributed to the Company Stock Fund account of such
                   former participant.


                                       37
<PAGE>


           2. If any former participant shall have in effect a distribution
election referred to in section (a) of subparagraph 1 of Paragraph E of this
Article VI:

                   (a) As of and as promptly as shall be practicable after the
         valuation date immediately following or coincident with such former
         participant's termination date or the filing by such participant of the
         aforementioned distribution election, whichever shall be the later, and
         (I) if such distribution election shall be one requiring monthly
         installments, as of and as promptly as shall be practicable after each
         subsequent valuation date or (II) if such distribution election shall
         be one requiring annual installments, as of and as promptly as shall be
         practicable after each subsequent valuation occurring during the same
         calendar month as such first-mentioned valuation date, and in either
         case, to and including the valuation date as of which such former
         participant's termination benefit shall have been paid in full, or to
         and including the valuation date immediately following the date of such
         former participant's death (if such former participant shall die prior
         to the payment of his termination benefit in full), as the case may be:

                        (i) The Administrative Managers shall determine the
                    vested amounts then credited to such former participant's
                    accounts.

                        (ii) The Trustee shall pay to such former participant or
                    his beneficiaries, as the case may be, that fraction of the
                    respective amounts determined pursuant to the provisions of
                    subsection (i) of this section (a) the numerator of which
                    shall be one and the denominator of which shall be the total
                    number of installments specified to be paid in the
                    distribution election of such former participant minus the
                    number of such installments paid as of valuation dates prior
                    to the valuation date first referred to in this section (a).

                        (iii) The Administrative Managers shall charge to the
                    Fund accounts of such former participant the fraction
                    determined pursuant to the provisions of subsection (ii) of
                    this section (a) of the respective amounts credited to such
                    accounts as of the valuation date first referred to in this
                    section (a) and make corresponding charges (net of
                    applicable fees) to the Fund accounts.

                   (b) If a former participant's distribution election shall be
         one requiring monthly or annual installments, no stock election shall
         be available under this Paragraph F.



                                       38
<PAGE>


           3. All payments made by the Trustee to any former participant (and/or
his beneficiaries) pursuant to the foregoing provisions of this Paragraph F
shall be subject to such withholding and to such other deductions as shall at
the time of such payment be required by reason of any income tax or other law,
whether of the United States or of any other jurisdiction, and, in the case of
payments to beneficiaries of former participants, the delivery to the Trustee of
all appropriate tax waivers and other documents.

           4. Notwithstanding anything contained herein to the contrary, the
payment of any benefits to any former participant (and/or his beneficiaries)
shall commence, unless such former participant (and/or his beneficiaries) shall
elect otherwise hereunder, not later than the 60th day after the close of the
calendar year in which occurs his 65th birthday or his retirement in a calendar
year thereafter, whichever shall last occur.

           5. Notwithstanding anything contained herein to the contrary, if a
participant shall attain age 70-1/2 on or after January 1, 1988 and prior to
January 1, 1997, whether or not such participant continues as an Employee, such
participant shall commence receiving minimum required distributions in
accordance with the requirements of Section 401(a)(9) of the Code and the
regulations and other guidance thereunder unless such participant had not
received any minimum required distributions as of December 31, 1996. If such
participant fails to request a withdrawal in accordance with the otherwise
applicable provisions of Article VI, he shall receive minimum distributions for
each year beginning no later than April 1 of the calendar year following the
year in which he attains age 70-1/2 and by each December 31 thereafter based on
the participant's life expectancy determined without recalculation. Such minimum
required distributions shall continue to be made until the participant's entire
interest has been paid. In all events, distributions will comply with the
incidental death benefits requirements of Section 401(a)(9)(G) of the Code and
the regulations issued thereunder.

         If a participant shall attain age 70-1/2 on or after January 1, 1997
and/or attained age 70-1/2 on or after January 1, 1996 and has not commenced
receiving minimum required distributions in accordance with Section 401(a)(9) of
the Code prior to January 1, 1997, such participant shall commence receiving
minimum required distributions in accordance with the requirements of the Code
and the regulations and other guidance thereunder not later than the April 1
following the close of the later of (i) the calendar year in which the
participant attains age 70-1/2, or (ii) the calendar year in which the
participant terminates employment.

           6. Any benefits payable to a participant or beneficiary which are not
claimed for a period of five years from the date of entitlement, as determined
by the


                                       39
<PAGE>


Administrative Managers and following a diligent effort to locate such
participant or beneficiary, shall with the approval of the Administrative
Managers be charged to such former participant's or beneficiary's accounts and
credited to his Employer's matching contributions forfeiture account; provided,
however, that if a claim for such forfeited benefits is made by the participant
or beneficiary, all such amounts shall be reinstated to the accounts of the
participant or beneficiary.

           7. If the Administrative Managers shall determine that a participant,
terminated participant, or any other person entitled to a benefit under the
Investment Fund (the "Recipient") is unable to care for his affairs because of
illness, accident, or mental or physical incapacity, or because the Recipient is
a minor, the Administrative Managers may direct that any benefit payment due the
Recipient be paid to his duly appointed legal representative; or if no such
representative is appointed, to the Recipient's spouse, child, parent, or other
blood relative, or to a person with whom the Recipient resides or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete discharge of the liabilities of the Investment Fund with respect to the
Recipient.

           8. Notwithstanding any other provision of Paragraph F of this Article
VI, a participant shall be deemed to have filed all distribution election forms
or requests and any subsequent modifications or revocations by providing
telephonic notice in the manner prescribed by the Administrative Managers (which
shall include participants' consents through endorsement or deposit of the
distributed amounts). Notwithstanding the foregoing, if a participant's request
is made pursuant to such telephonic notice, or such other procedure as may be
designated by the Administrative Managers to satisfy the requirements of this
subparagraph 8, the value of such participant's termination benefit shall be
based on the value of the participant's termination benefit as of the valuation
date determined in accordance with the valuation procedures established by the
Administrative Managers and the Trustee for processing such requests.


         G.1. The Administrative Managers may determine to make a loan to any
participant who then qualifies as an Employee under Article IX, Paragraph A,
subparagraph 36, or is otherwise a "party in interest" with respect to the
Investment Fund under Section 3(14) of ERISA. The total amount of each loan will
be subject to the following rules:

                   (a) The loan must be for a minimum of $1,000. Loans above the
         minimum amount may be made only in multiples of $100.

                   (b) The maximum amount of the loan will be limited to the
         lesser of:


                                       40
<PAGE>

                        (i) $50,000 (reduced by the highest outstanding balance
                    of any loan from the Investment Fund during the one-year
                    period ending on the date before the date such loan is
                    made), or

                        (ii) one-half of the market value of the vested portions
                    of all the participant's separate accounts on the valuation
                    date determined in accordance with the valuation procedures
                    established by the Administrative Managers and the Trustee
                    for processing loan requests.

                   (c) A participant may have only two outstanding loans at any
         one time and may not have more than one loan per calendar year. One of
         the outstanding loans must be for a primary residence.


           2. Any loan to a participant shall be secured by the pledge of all
the participant's right, title and interest in the vested portion of the
participant's accounts in the Investment Fund, provided, however, that in no
event shall more than 50 percent of the vested portion of the participant's
account, determined at the time the loan is made, be pledged as collateral for
the loan. Such pledge shall be evidenced by the execution of a promissory note
by the participant, which promissory note shall provide that, in the event of
any default by the participant on a loan repayment, the Administrative Managers
shall be authorized (to the extent permitted by law) to deduct the amount of the
loan outstanding and any unpaid interest due thereon from the participant's
wages or salary to be thereafter paid by the Employer, and to take any and all
other actions necessary and appropriate to enforce collection of the unpaid
loan. Such promissory note also shall provide that, in the event that a
participant is eligible for and elects a direct rollover to a qualified plan of
another employer in accordance with Paragraph VI.H. of the Plan, the promissory
note may be assigned by the Plan's Trustee to the trustee of the qualified plan
if such qualified plan agrees to accept a direct rollover of the indebtedness
evidences by such promissory note.

           3. There shall be deducted from the accounts of a participant to whom
a loan is made an amount having a value equal to the principal amount of the
loan plus any loan set-up charge implemented by the Administrative Managers. The
proceeds of any loan shall be charged against the accounts of the borrowing
participant according to the order in which items (i) and (ii) are presented, as
the amounts described in each successive paragraph are exhausted: (i) before-tax
subaccounts; (ii) rollover subaccounts; (iii) after-tax subaccounts; and (iv)
Employer matching contributions subaccounts. The loan proceeds shall be deducted
from the various investment funds in which the participant's accounts are
invested on a pro rata basis. However, the Self Directed Fund is not available
as a source for loan proceeds.


                                       41
<PAGE>


           4. The rate of interest charged on any loan to a participant shall be
a reasonable rate of interest determined by the Administrative Managers taking
into consideration interest rates being charged under generally prevailing
market conditions. The Administrative Managers shall not discriminate among
participants in the matter of interest rates, but loans granted at different
times may bear different interest rates if, in the opinion of the Administrative
Managers, the difference in rates is justified by a change in general economic
conditions.

           5. Loans shall be repaid in accordance with the following procedures:


                   (a) Any loan to a participant shall be repaid within five
         years of the date on which the loan is made (or upon the participant's
         termination of employment with Employer, if earlier), except that in
         the case of a loan to a participant that is used to acquire a principal
         residence of the participant, such loan may be repaid over a longer
         period of time, not to exceed 15 years, as determined by the
         Administrative Managers. Repayments of principal and interest on any
         loan shall be made by substantially level payments (not less frequently
         than quarterly) by payroll deduction and shall be applied to reduce the
         principal as well as the accrued interest of the loan. Notwithstanding
         the foregoing, any participant whose employment with an Employer is
         terminated due to the disposition of WCAU-TV or WCIX-TV and who
         continues in employment with the entity which acquires WCAU-TV or
         WCIX-TV shall be permitted to continue repayment of any loan
         outstanding at the time of such disposition under the loan's original
         repayment schedule. Such repayment schedule may continue for so long as
         the acquiring entity provides a payroll deduction system whereby such
         participant can continue such repayments. In the event that such
         payroll deduction becomes unavailable or the Administrative Managers
         determine that any affected participant's loan will not be repaid
         through substantially level payments not less frequently than
         quarterly, the provisions of subparagraph 6 shall apply.

                   (b) If a participant is transferred from employment with an
         Employer to employment with an Affiliated Company or another entity
         affiliated with the Employer as the Administrative Managers in their
         discretion may determine, he shall not be treated as having terminated
         employment and the Administrative Managers shall make arrangements for
         the loan to be repaid in accordance with the loan agreement. For this
         purpose, the Administrative Managers may, but are not required to,
         authorize the transfer of the loan to a qualified plan maintained by
         such Affiliated Company. In the absence of such arrangements,


                                       42
<PAGE>


         the loan shall be deemed to be in default, and shall be subject to the
         provisions of subparagraph 6.

                   (c) The Administrative Managers shall have the sole
         responsibility for assuring that a participant timely makes all loan
         repayments. Each loan repayment shall be paid to the Investment Fund,
         and shall be accompanied by written instructions from the
         Administrative Managers that: (1) identify the participant on whose
         behalf the loan repayment is being made; and (2) specify the separate
         accounts of the participant to which the loan repayment should be
         credited and the investment of the loan repayment in accordance with
         the investment procedures of Article IV.

                   (d) A participant may prepay the entire outstanding loan
         balance with respect to the loan at any time without penalty.

                   (e) The Administrative Managers may implement a reasonable
         loan set-up charge for all loans.

           6. In the event of a default by a participant on a loan repayment,
all remaining payments on the loan shall be immediately due and payable. In the
case of any participant who is not entitled to a distribution under Article VI,
the Administrative Managers shall, to the extent permitted by law, deduct the
total amount of the loan outstanding and any unpaid interest due thereon from
the wages or salary payable to the participant by the Employer in accordance
with the participant's promissory note. In addition, the Administrative Managers
shall take any and all other actions necessary and appropriate to enforce
collection of the unpaid loan, although foreclosure on the note and attachment
of security shall not occur until a distributable event occurs under the
Investment Fund with respect to before-tax contributions. In the case of any
participant or beneficiary who is entitled to a distribution or withdrawal under
Article VI, the Administrative Managers shall deduct the total amount of the
loan outstanding and any unpaid interest due thereon from the amounts to be
distributed from the participant's separate accounts under the Investment Fund
in order to satisfy the amount due.

           7. A request by a participant for a loan shall be made in such manner
(including telephonic notice) as the Administrative Managers may prescribe and
shall specify the amount of the loan. The terms and conditions on which the
Administrative Managers shall approve loans shall be applied on a uniform and
reasonably equivalent basis with respect to all participants. Notwithstanding
the foregoing, the Administrative Managers or its representatives may apply
different terms and conditions for loans to Employees who are not actively
employed by an Employer, or for whom payroll


                                       43
<PAGE>

deduction is not available, based on economic and other differences affecting
the individuals' ability to repay any loan.

         If a participant's request for a loan is approved by the Administrative
Managers, the Administrative Managers shall cause the loan to be made in a lump
sum payment of cash to the participant. A participant's consent to the terms of
any such loan may be evidenced by the participant's consent through endorsement
or deposit of the loan proceeds.

         Effective October 1, 1999, the Administrative Managers have retained
Dreyfus Service Corporation ("Dreyfus") to administer the loan program
established in this Article VI, Paragraph G. As soon as practicable after
October 1, 1999, all participant requests for loans shall be directed to
Dreyfus. Loan administration shall be undertaken by Dreyfus as soon as
administratively practicable after October 1, 1999.

           8. All loan repayments by the participant shall be credited to such
separate accounts and reinvested in accordance with the Employee's investment
directions pursuant to Article IV, Part (i), Paragraph (B).

           9. Notwithstanding the foregoing, no loan shall be made to a
participant during the period in which the Administrative Managers are making a
determination of whether a domestic relations order affecting the participant's
account is a qualified domestic relations order, within the meaning of Section
414(p) of the Code. Further, if the Administrative Managers are in receipt of a
qualified domestic relations order with respect to any participant's accounts,
they may prohibit such participant from obtaining a loan until the alternate
payee's rights under such order are satisfied.


           10. In the event that a payment is required to be made to a
beneficiary upon the death of a participant or an alternate payee pursuant to a
qualified domestic relations order, within the meaning of Section 414(p) of the
Code, while the participant whose account is the subject of such order has a
loan outstanding, the Administrative Managers, in their discretion, may direct
that the participant's promissory note be transferred to the beneficiary or the
alternate payee, as applicable.


                                       44
<PAGE>


         H.1. At the request (which shall include a request made pursuant to
telephonic notice procedures established by the Administrative Managers) of a
distributee (which shall mean a participant, a surviving spouse of a
participant, or a spouse or former spouse of a participant that is an
alternative payee under a qualified domestic relations order), and upon consent
of the Administrative Managers, the Trustee shall effectuate a direct rollover
distribution of the amount requested by the distributee, in accordance with
Section 401(a)(31) of the Code, to an eligible retirement plan (as defined in
Section 402(c)(8)(B) of the Code). Such amount may constitute all or part of any
distribution otherwise to be made hereunder to the distributee, provided that
such distribution constitutes an "eligible rollover distribution," as defined in
Section 402(c) of the Code and the regulations and other guidance issued
thereunder. All direct rollover distributions shall be made in accordance with
the following subparagraphs 2 through 6. For purposes of this Paragraph H, the
following terms have the following meanings:

                   (a) The term "eligible rollover distribution" means any
         distribution of all or any portion of the balance to the credit of the
         distributee, except that an eligible rollover distribution does not
         include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the distributee or for a specified
         period of 10 years or more; or any distribution to the extent such
         distribution is required under Section 401(a)(9) of the Code; or any
         distribution to the extent such distribution is not includible in gross
         income (determined without regard to the exclusion for net unrealized
         appreciation with respect to Employer securities).

                   (b) The term "eligible retirement plan" means an individual
         retirement account described in Section 408(a) of the Code, an
         individual retirement annuity described in Section 408(b) of the Code,
         or a qualified trust described in Section 401(a) of the Code, that
         accepts the distributee's eligible rollover distribution. However, in
         the case of an eligible rollover distribution to a surviving spouse, an
         eligible retirement plan is an individual retirement account or
         individual retirement annuity.

                   2. A direct rollover distribution shall only be made to one
eligible retirement plan; a distributee may not elect to have a direct rollover
distribution apportioned between or among more than one eligible retirement
plan.


                   3. Direct rollover distributions shall be made in cash in the
form of a check made out to the trustee of the eligible retirement plan, in
accordance with procedures established by the Administrative Managers, plus
shares of Viacom Inc. Stock otherwise distributable hereunder to the
distributee, which shares shall be registered in a manner


                                       45
<PAGE>

necessary to effectuate a direct rollover under Section 401(a)(31) of the Code.
In addition, if a participant's employment with an Employer is terminated due to
the transfer by CBS of certain in-house functions to a corporation or other
service provider which is not an affiliated company of CBS and if the direct
rollover is to be made to a qualified trust described in Section 401(a) of the
Code, a direct rollover distribution may include a promissory note evidencing
the distributee's indebtedness under the provisions of Paragraph VI.G. of the
Plan.

           4. Amounts attributable to after-tax Employee contributions shall be
distributed directly to the distributee and may not be distributed in a direct
rollover distribution.

           5. No direct rollover distribution shall be made unless the
distributee furnishes CBS with such information as the Administrative Managers
shall require, including but not limited to: the name of the recipient eligible
retirement plan, a representation from a representative of the recipient plan
that it is an eligible retirement plan, and any account number or other
identifying information.

           6. If a distributee's distribution is otherwise to be paid in the
form of installment payments, the distributee must make a separate direct
rollover distribution request with respect to each calendar year during which
installment payments are made.

           7. If a distributee does not elect a direct rollover distribution
within 60 days following the date that such amounts first become available for
distribution, and the participant's account balance is not greater than $5,000,
the participant's account balance shall be paid to such distributee, reduced by
any applicable income tax withholding, as soon as practicable thereafter.


                                       46
<PAGE>


VII.     The Managers
         ---------


         A. The Financial Managers may at any time or from time to time appoint
one or more investment managers, each of which shall in its sole discretion
direct the Trustee in the investment or reinvestment of all or part of the Trust
Fund under the Trust Agreement as designated by such Financial Managers.

         B. Reserved.

         C. In the event of any disagreement among the Administrative Managers
or Financial Managers at any time acting hereunder and authorized to act with
respect to any matter, the decision of a majority of such Administrative
Managers or Financial Managers authorized to act upon such matter shall be
controlling and shall be binding and conclusive upon all persons, including,
without in any manner limiting the generality of the foregoing, the Employers,
the other Administrative Managers or Financial Managers, the Trustee, all
persons at any time in the employ of any of the Employers and the participants,
the former participants and their respective beneficiaries, and upon the
respective successors, assigns, executors and administrators of all of the
foregoing.

         D. Each additional and each successor Administrative Manager or
Financial Manager at any time acting hereunder shall have all of the rights and
powers (including discretionary rights and powers) and all of the privileges and
immunities hereby conferred upon the original Administrative Managers or
Financial Managers, and all of the duties and obligations so imposed upon the
original Administrative Managers or Financial Managers.

         E. In the event an Administrative Manager or Financial Manager at any
time acting hereunder shall be required to give any bond or other security for
the faithful performance of his duties as an Administrative Manager or Financial
Manager, the cost of such bond or other security shall be paid by CBS.


                                       47
<PAGE>


VIII.    Administration.
         ---------------

         A. CBS shall be the "administrator" of the Investment Fund within the
meaning of Section 3(16)(A) of the Act and shall have the power in its
discretion to administer and construe the Investment Fund, determine questions
of fact and law arising under the Investment Fund, direct disbursements by the
Trustee and exercise the other rights and powers specified herein. The rights,
powers, authority, duties, and obligations of CBS as the administrator of the
Investment Fund are delegated to the Administrative Managers.

         B. CBS, the Administrative Managers, and the Financial Managers may
each retain auditors, accountants and legal counsel selected by them, and CBS,
the Administrative Managers, and the Financial Managers may each retain such
other persons as they deem appropriate in connection with administering the
Investment Fund. Any Administrative or Financial Manager may himself act in any
such capacity, and any such auditors, accountants and legal counsel may be
persons acting in a similar capacity for any Employer and may be Employees of
any Employer. To the extent permitted by law, the opinion of any such auditor,
accountant or legal counsel shall be full and complete authority and protection
in respect of any action taken, suffered or omitted by the Administrative
Managers or Financial Managers in good faith and in accordance with such
opinion.

         C. The Administrative Managers or Financial Managers may allocate
responsibility among themselves, and the Administrative Managers or Financial
Managers may designate other persons to carry out their fiduciary
responsibilities under the Investment Fund, and, without in any manner limiting
the generality of the foregoing, may, by a written instrument, (1) designate
each or any of the Administrative Managers or Financial Managers and/or any
other person or persons, severally or jointly, to execute, on behalf of the
Administrative Managers or Financial Managers, all documents and other
instruments proper, necessary or desirable in order to effectuate the purposes
of the Investment Fund, and (2) revoke or change any such designation
theretofore made. Any Administrative Manager or Financial Manager, acting by
himself, may similarly revoke any such designation theretofore made. Any third
party may rely upon the continued effectiveness of any such designation until
such third party shall have notice of the change or revocation thereof. The
Administrative Managers and Financial Managers may also employ, appoint, and
dismiss advisors and administrators as they deem necessary to carry out the
provisions of the Plan, including attorneys, accountants, actuaries, clerks,
committees, or other agents, and may delegate any of their authority and duties
to such persons.


                                       48
<PAGE>


         D. Each Administrative Manager or Financial Manager who shall not be an
Employee shall be entitled to receive, as compensation for his services
hereunder, such fees as he and CBS may from time to time agree. CBS shall pay
such compensation and shall also pay (and/or reimburse the Administrative
Managers and Financial Managers for) the reasonable expenses incurred by them in
the administration of the Investment Fund, including the fees and compensation
of the persons referred to in Paragraphs A and B of this Article VIII.

         E. To the extent that the Employers and/or the Administrative Managers
shall prescribe forms for use by the participants, the former participants and
their respective beneficiaries in communicating with any Employer, the
Administrative Managers, or the Trustee, the Administrative Managers shall
establish periods during which communications may be received or shall designate
representatives to whom communications shall be delivered, and the Employer, the
Administrative Managers and the Trustee shall respectively be protected in
disregarding any notice or communication for which a form shall so have been
prescribed and which shall not be made in such form, and any notice or
communication for the receipt of which a period shall so have been established
and which shall not be received during such period, and any notice or
communication for the receipt of which a representative shall have been
designated and which shall not be received by such representative. Each
Employer, the Administrative Managers, and the Trustee shall respectively also
be protected in acting upon any notice or other communication purporting to be
signed by any person and reasonably believed to be genuine and accurate.

         F. To the extent permitted by law, all determinations hereunder by an
Employer or the Administrative Managers shall be made in the sole and absolute
discretion of such Employer or of the Administrative Managers, as the case may
be. Neither any Employer nor the Administrative Managers, in making any
determination, or in taking any action, in connection with the administration of
the Investment Fund, shall discriminate in favor of Employees who are officers
or shareholders of any Employer or persons whose principal duties consist of
supervising the work of other Employees or persons who are highly compensated
Employees.

         G. Subject to the applicable provisions of paragraph H of this Article
VIII, in the event that any disputed matter shall arise hereunder, including,
without in any manner limiting the generality of the foregoing, any matter
relating to the eligibility of any person to participate in the Investment Fund,
the participation of any person therein, the amounts payable to any person
hereunder and the applicability and interpretation of the provisions hereof, the
decision of the Administrative Managers upon such matter shall be binding and
conclusive upon all persons, including, without in any manner limiting the
generality


                                       49
<PAGE>


of the foregoing, the Employers, the Trustee, all persons at any time in the
employ of any of the Employers and the participants, the former participants and
their respective beneficiaries, and upon the respective successors, assigns,
executors and administrators of all of the foregoing.

         H. All claims for benefits under the Investment Fund by a participant
or his beneficiary shall be made in writing to a person designated by the
Administrative Managers for such purpose. If the designated person receiving a
claim for benefits believes that the claim should be denied, he shall notify the
claimant in writing of the denial of the claim within 90 days after his receipt
thereof unless he shall prior to the end of such 90-day period notify the
claimant of any special circumstances requiring an extension of time, not to
exceed an additional 90-day period, to respond to such claim and the date by
which it is expected a decision will be rendered. Such notice shall (1) set
forth the specific reason or reasons for the denial, making reference to the
pertinent provisions of the Investment Fund or of Investment Fund documents on
which the denial is based, (2) describe any additional material or information
that must be received before the claim request may be reconsidered and explain
the reason why such material or information, if any, is needed and (3) inform
the claimant of his right pursuant to this Paragraph H to request review of the
decision by the Administrative Managers (as the delegate of the
"administrator"). A claimant who believes that he has submitted all available
and relevant information may appeal the denial of a claim to the Administrative
Managers by submitting a written request for review to the Administrative
Managers within 60 days after the date on which such denial is received. Such
period may be extended by the Administrative Managers for good cause shown. The
person making the request for review may examine pertinent Investment Fund
documents and the request for review may discuss any issues relevant to the
claim. The Administrative Managers shall decide whether or not to grant the
claim within 60 days after receipt of the request for review, but this period
may be extended by the Administrative Managers for up to an additional 60 days
in special circumstances. The Administrative Managers' decision shall be in
writing, shall include specific reasons for the decision and shall refer to
pertinent provisions of the Investment Fund or of Investment Fund documents on
which the decision is based.


         I. Notwithstanding anything in the Trust Agreement to the contrary, the
Financial Managers shall have the sole power to (1) appoint the Trustee, (2)
remove any Trustee then acting hereunder by giving written notice of such
removal to such Trustee, to the other Employers and to the Administrative
Managers, and (3) approve or disapprove the accounting by a retiring Trustee
referred to in the Trust Agreement. The Trustee shall have sole responsibility
for the Trust Fund, except as may otherwise be designated by the Financial
Managers in accordance with law.


                                       50
<PAGE>



         J. Each fiduciary under the Investment Fund shall discharge his duties
with respect to the Investment Fund solely in the interests of the participants
and their beneficiaries with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. No fiduciary under the Investment Fund shall be
liable for an act or omission of another person in carrying out any fiduciary
responsibility where such fiduciary responsibility is allocated to such other
person by the Investment Fund or pursuant to a procedure established in the
Investment Fund except as otherwise provided in Section 405 of the Act. CBS
hereby indemnifies each Administrative Manager, each Financial Manager, each
officer, and each Employee of the Employers against any liabilities or expenses,
including attorneys' fees, reasonably incurred by him in connection with any
actual or threatened legal action to which he might become a party by reason of
being a fiduciary with respect to the Investment Fund except to the extent that
he shall be adjudged in such action to be liable for gross negligence or willful
misconduct in the performance of his duties as a fiduciary. Any person or group
of persons may serve in more than one fiduciary capacity with respect to the
Investment Fund.

         K. The sole interest of each participant, each former participant and
each beneficiary of a participant or former participant hereunder shall be to
receive the benefits provided for herein as and when the same shall become due
and payable in accordance with the terms hereof, and neither any participant nor
any former participant nor any beneficiary of a participant or former
participant shall have any right, title or interest in or to the Trust Fund or
to any other monies or other properties at any time held by or receivable by the
Trustee. The right of any participant or any former participant and of any
beneficiary of any participant or former participant to receive or have applied
to his use any payment becoming due hereunder shall not be subject to alienation
or assignment, and, if any such participant or former participant or beneficiary
shall attempt to assign, transfer or otherwise dispose of any such right, or if
any such right shall be subjected to attachment, execution, garnishment,
sequestration or other seizure under any legal, equitable or other process, it
shall, if and to the extent that the Administrative Managers shall so determine,
pass and be transferred to such one or more as may be appointed by the
Administrative Managers from among the beneficiaries of such participant or
former participant and the spouse and blood relatives of such participant,
former participant or beneficiary, and in such proportions as the Administrative
Managers shall determine.

             Nothing contained in the foregoing paragraph shall prohibit the
payment of benefits to an 'alternate payee' pursuant to a 'qualified domestic
relations order,' as said


                                       51
<PAGE>


quoted terms are defined in, and in accordance with, Section 206(d) of the Act.
Distributions pursuant to a 'qualified domestic relations order' may be made
prior to the participant's attainment of 'earliest retirement age.' The
Administrative Managers is authorized and directed to develop procedures for the
administration of 'qualified domestic relations orders' including procedures
authorizing a suspension of activity in a participant's account pending a final
determination as to whether such an order will be submitted for review by the
Administrative Managers and whether any such submitted order is qualified.

         L.1. All Viacom Inc. Stock (including fractional shares) representing
amounts credited to a participant's Company Stock Fund account as of the
valuation date preceding by the shortest practicable interval a record date
established generally for fixing the right of holders of Viacom Inc. Stock to
vote shall be voted by the Trustee in accordance with instructions from such
participant. CBS shall provide participants with notices and proxy or
information statements when voting rights are to be exercised, the content of
which must be generally the same as that provided to record holders of Viacom
Inc. Stock. Fractional shares shall be voted by the Trustee on a combined basis,
so as to reflect the instructions of the participants with respect to such
shares. The Trustee shall vote all Viacom Inc. Stock for which it has not
received participants' instructions, including all Viacom Inc. Stock held by it
as of such record date but which is not as of that date allocated to
participants' accounts, in the same manner as a majority of the Viacom Inc.
Stock representing all of the amounts credited to the Common Stock Fund accounts
of participants who have submitted voting instructions is voted.

           2. In the event that a tender or exchange offer or other offer to
purchase Viacom Inc. Stock is made by an individual or entity for all or a
portion of the outstanding Viacom Inc. Stock or the Viacom Inc. Stock held in
the Trust Fund, the Trustee shall not tender or sell any Viacom Inc. Stock held
by it in the Company Stock Fund except upon specific written instructions from
each participant directing that the Viacom Inc. Stock representing amounts
credited to the participant's Company Stock Fund account be so tendered or sold.
CBS shall provide participants with notices and information with respect to any
such offer in a timely fashion so as to permit each participant an opportunity
to submit instructions to the Trustee with respect to his tendering or not
tendering the Viacom Inc. Stock representing such amounts credited to such
participant's Company Stock Fund account.

         M.1. All Infinity Stock (including fractional shares) representing
amounts credited to a participant's Infinity Stock Fund account as of the
valuation date preceding by the shortest practical interval a record date
established generally for fixing the right of holders of Infinity Stock to vote
shall be voted by the Trustee in accordance with


                                       52
<PAGE>

instructions from such participant. CBS shall provide participants with notices
and proxy or information statements when voting rights are to be exercised, the
content of which must be generally the same as that provided to record holders
of Infinity Stock. Fractional shares shall be voted by the Trustee on a combined
basis, so as to reflect the instructions of the participants with respect to
such shares. The Trustee shall vote all Infinity Stock for which it has not
received participants' instructions, including all Infinity Stock held by it as
of such record date but which is not as of that date allocated to participants'
accounts, in the same manner as a majority of the Infinity Stock representing
all of the amounts credited to the Common Stock Fund accounts of participants
who have submitted voting instructions is voted.

           2. In the event that a tender or exchange offer or other offer to
purchase Infinity Stock is made by an individual or entity for all or a portion
of the outstanding Infinity Stock or the Infinity Stock held in the Trust Fund,
the Trustee shall not tender or sell any Infinity held in the Trust Fund except
upon specific written instructions from each participant directing that the
Infinity Stock representing amounts credited to the participant's Infinity Stock
Fund account be so tendered or sold. CBS shall provide participants with notices
and information with respect to any such offer in a timely fashion so as to
permit each participant an opportunity to submit instructions to the Trustee
with respect to his tendering or not tendering the Infinity Stock representing
such amounts credited to such participant's Infinity Stock Fund account.


                                       53
<PAGE>


IX.      Definitions; Construction.
         --------------------------

         A. As used herein and in the Trust Agreement, the following terms shall
have the following respective meanings:

           1. Reserved.

           2. "Account", as used with respect to a participant, shall mean each
         of his Stable Value Fund account, S&P 500 Index Fund account, Value
         U.S. Equity Fund account, Small Cap U.S. Equity Fund account,
         International Equity Index Fund account, Short Term Life Cycle Fund
         account, Medium Term Life Cycle Fund account, Long Term Life Cycle Fund
         account, Company Stock Fund account, Infinity Stock Fund account, and
         Self Directed Fund account, including any loans made to the participant
         under Article VI, Paragraph G, the funds of which are attributable to
         such accounts, and, as used with respect to an Employer, shall mean its
         Employer's matching contributions forfeiture account.

           3. "Act" shall mean the Employee Retirement Income Security Act of
         1974, as it may be amended from time to time.

           3A. "Administrative Managers" shall mean the person(s) appointed by
         Viacom, by written action of the Chief Operating Officer of Viacom, to
         act on behalf of Viacom as the sponsor and "named fiduciary" (within
         the meaning of section 402(a)(2) of ERISA), as appropriate, with
         respect to Plan administrative matters. When performing any activity or
         exercising any authority under the provisions of the Plan, the
         Administrative Managers shall be deemed to act solely on behalf of
         Viacom, and not in an individual capacity.

           4. "Affiliated company" shall mean a corporation or other entity that
         is required to be aggregated with CBS pursuant to Code sections 414(b),
         (c), (m), or (o) of the Code but only to the extent so required.

           5. "After-tax subaccount", as used with respect to a participant,
         shall mean the subaccount established within such Fund accounts, to
         account for contributions thereto made as after-tax contributions.

           6. Reserved.


                                       54
<PAGE>


           7. "Anniversary year". The anniversary year of any Employee shall be
         each 12-month period commencing on the first day of the calendar month
         in which his employment commences.

           8. Reserved.

           9. Reserved.

           10. "Before-tax subaccount", as used with respect to a participant,
         shall mean the subaccount established within such participant's Fund
         accounts, to account for contributions thereto made as before-tax
         contributions.

           11. "Beneficiaries", as used with respect to a participant or a
         former participant, shall mean the surviving spouse of such participant
         or, if such participant has no spouse or if the spouse of such
         participant shall have consented thereto in a writing acknowledging
         that such spouse is thereby waiving in favor of such other
         beneficiaries the right to receive the amount payable hereunder upon
         the death of such participant, and such consent is witnessed by a
         notary public, the person or persons designated by such participant or
         former participant to receive any payments provided for in Paragraph F
         of Article VI hereof, and, if and to the extent that such a designation
         shall not be in force at the time of such payment, his spouse, or if he
         has no spouse, his executors or administrators.

           12. Reserved.

           13. "Board" shall mean both the Board of Directors of CBS and any
         committee which shall be designated by said Board of Directors from
         among its members and which shall have the authority of said Board of
         Directors with respect to the Investment Fund and the Trust.

           14. "Break in service", as used with respect to an Employee, shall
         mean any anniversary year in which he completes less than 501 hours of
         service.

           Solely for purposes of determining whether a break in service has
         occurred, if an Employee is absent from work by reason of her
         pregnancy, the birth of a child of the Employee, or the placement of a
         child with the Employee in connection with the adoption of such child
         by the Employee or for purposes of caring for such child for a period
         beginning immediately following such birth or placement, the Employee
         shall be credited with the hours of service which otherwise would
         normally have been credited to the Employee but for such absence, but
         in no event less than eight hours of service per day of such absence
         and more than 501 hours with respect to any


                                       55
<PAGE>

         one such pregnancy, birth or placement. Such hours of service shall be
         credited to the calendar year in which the absence from work begins
         only if the effect of so doing would be to prevent the occurrence of a
         break in service in such calendar year, and in any other case to the
         immediately following calendar year.

           15. Reserved.

           16. "Business day" shall mean any day on which the New York Stock
         Exchange or any successor to its business is open for trading.

           17. "CBS" shall mean CBS Broadcasting, Inc. and its successors.

           18. "CBS fiscal year" shall mean the period of 12 consecutive monthly
         accounting periods used by CBS in the maintenance of its accounts.

           19. "CBS Combined Pension Plan" shall mean the pension plan adopted
         by CBS on December 16, 1942, as amended prior to December 26, 1968, and
         the pension plan adopted by CBS stockholders on April 20, 1960, as
         amended prior to December 26, 1968, as said pension plans were further
         amended and combined, effective December 26, 1968, and as said pension
         plan was further amended, as in effect at the time with respect to
         which said term is used.

           20. "Code" shall mean the Internal Revenue Code of 1986 as in effect
         at the time with respect to which such term is used.

           21. Reserved.

           22. "Continuous employment period", as used with respect to a
         participant, shall mean such participant's total years of service. For
         purposes of determining a participant's continuous employment period
         under Article VI, Sections C.2 or C.3., if a participant's employment
         with the Employers ceased on account of the disposition of WCIX-TV and
         the participant was not fully vested in his benefit under the Plan on
         the date of such disposition, such participant's years of service shall
         include the participant's years of service in continuous employment
         with the purchaser of WCIX-TV on and after the date of such
         disposition.


           For purposes of determining a participant's continuous employment
         period under Article VI, Sections C.2 or C.3, the continuous employment
         period of a participant who was employed by WPRI-TV or WGPR-TV on the
         date the assets of


                                       56
<PAGE>


         WPRI-TV and WGPR-TV were acquired by CBS shall be deemed to include the
         participant's period of employment with the seller of WPRI-TV and
         WGPR-TV.

           For purposes of determining a participant's continuous employment
         period under Article VI, Sections C.2 or C.3, the continuous employment
         period of a participant who was employed by the Corporation and who
         transfers employment directly from the Corporation to an Employer shall
         be deemed to include the participant's period of employment with the
         Corporation.

           For purposes of determining a participant's continuous employment
         period under Article VI, Sections C.2 or C.3, the continuous employment
         period of a participant who was employed by the seller of TNN/CMT Cable
         Networks prior to the Gaylord Acquisition Date and became an Employee
         of CBS on the Gaylord Acquisition Date shall be deemed to include the
         participant's period of employment with the seller of TNN/CMT Cable
         Networks.

           23. "Contribution" shall mean, unless the context shall otherwise
         clearly require, each of (a) a participant's contribution in any
         category, (b) an Employer contribution, (c) an Employer's matching
         contribution, and (d) a rollover contribution. In particular, a
         participant's "required basic contribution" shall mean that
         contribution described in subparagraph 1 of Paragraph A of Part (i) of
         Article IV hereof; a participant's "voluntary supplemental
         contribution" shall mean that contribution described in subparagraph 2
         of Paragraph A of Part (i) of Article IV hereof; and a participant's
         "periodic special contribution" shall mean that contribution described
         in Part (ii) of Article IV hereof.

           24. "Contribution election", as used with respect to a participant
         and with respect to any time, shall mean such participant's election
         referred to in Article IV hereof.

           25. "Corporation" shall mean Viacom Services Inc., VI Services
         Corporation, and Westinghouse CBS Holding Company, Inc. Prior to the
         date of the close of the CBS / Viacom merger, the "Corporation" was CBS
         Corporation.

           26. Reserved.

           27. Reserved.

           28. Reserved.

                                       57
<PAGE>

           29. "Disability" shall mean a state of physical or mental incapacity
         of a participant such that, in the opinion of the Administrative
         Managers based upon a certificate from a physician or physicians
         satisfactory to the Administrative Managers, such participant, by
         reason of injury, illness or disease, is unable to fulfill the
         requirements of his position as an Employee of his Employer.

           30. "Distribution election", as used with respect to a participant,
         shall mean such participant's election referred to in subparagraph 1 of
         Paragraph E of Article VI hereof or a determination of the
         Administrative Managers not inconsistent with law in lieu thereof.

           31. Reserved.

           32. Reserved.

           33. Reserved.

           34. "Earnings and profits" shall have the same meaning as when used
         in Section 316(a) of the Code.

           35. Reserved.

           36. "Employee" shall mean a person who (a) is principally employed in
         the United States and/or is a citizen of the United States, (b) is not
         included in a group determined by the Board not to be eligible for
         participation in the Investment Fund and (c) is either (i) employed by
         one or more of the Employers as an executive or an office employee or
         as an employee in a classification of hourly employees specified by the
         Board whose terms and conditions of employment are not subject to the
         provisions of a collective bargaining agreement and who (in any such
         category of employment) is a participant under the CBS Pension Plan
         Document component of the CBS Combined Pension Plan or would have been
         such but for his failure to meet the age requirements thereof or (ii)
         employed by one or more of the Employers as an employee whose principal
         terms and conditions of employment are subject to the provisions of a
         collective bargaining agreement which provides for eligibility for
         participation in the Investment Fund or (iii) employed by one or more
         of the Employers in a group determined by the Board to be eligible for
         participation in the Investment Fund. "Employee" shall also mean a
         person (i) who is employed by any foreign subsidiary of CBS to which
         U.S. Social Security coverage has been extended by an agreement entered
         into by CBS under Section 3121(1) of the Code, (ii) as to whom no
         contributions under any other funded plan of deferred compensation are


                                       58
<PAGE>

         being provided by any other person with respect to the remuneration
         paid to such individual by the foreign subsidiary and (iii) who is a
         citizen of the United States; for the purposes of the Investment Fund
         only, CBS shall be deemed to be the Employer of such Employees,
         provided, however, that "Employee" shall not include "leased
         employees". A "leased employee" shall mean any person (other than an
         employee of CBS) who pursuant to an agreement between CBS and any other
         person has performed services for CBS on a substantially full time
         basis for a period of at least one year, and such services are
         performed under the primary direction or control of CBS; provided,
         however, that a leased employee shall not be considered an employee of
         CBS if (i) such employee is covered by a money purchase plan providing:
         (1) a nonintegrated employer contribution rate of at least 10 percent
         of compensation, as defined in section 415(c)(3) of the Code, but
         including amounts contributed pursuant to a salary reduction agreement
         which are excludable from the employee's gross income under section
         125, section 402(a)(8), section 402(h) or section 403(b) of the Code,
         (2) immediate participation, and (3) full and immediate vesting; (ii)
         leased employees do not constitute more than 20 percent of the CBS
         non-highly compensated workforce.

           In addition, "Employee" shall not include any individual who is
         receiving compensation solely from, or who is on the payroll of, an
         Affiliated Company that is not a participating Employer under the Plan.
         Notwithstanding the foregoing, any individual who is receiving
         compensation solely from, or who is on the payroll of, CBS and is an
         employee of an Affiliated Company that is not a participating Employer
         under the Plan shall be deemed to be an Employee hereunder if such
         individual would be an Employee if the individual were rendering
         services to CBS.

           "Employee" shall not include any individual who is employed by
         Infinity Broadcasting Corporation or Infinity Media Corporation, except
         to the extent such individual is covered by a collective bargaining
         agreement that provides for continued eligibility for such individuals
         in the Investment Fund or is the General Counsel of Infinity
         Broadcasting Corporation as of the day following the date of the close
         of the CBS / Viacom merger. Effective January 1, 1999, through the date
         of the close of the CBS / Viacom merger, "Employee" also shall not
         include those individuals who, as of January 1, 1999, are the Chief
         Executive Officer of CBS Corporation and the Senior Vice President -
         Finance of CBS Corporation. Effective as of the day following the date
         of the close of the CBS / Viacom merger, "Employee" also shall not
         include the individual who, as of such date, is the Chief Financial
         Officer of Infinity Broadcasting Corporation.


                                       59
<PAGE>


           37. "Employer" shall mean each of (a) CBS, (b) each subsidiary which
         executes the Trust Agreement as of June 29, 1969 and (c) each
         subsidiary which adopts the Investment Fund and becomes a party to the
         Trust Agreement as provided in Paragraphs A and B of Article X hereof.

           38. "Employer contributions", as used with respect to a participant,
         shall mean those contributions made to such participant's Fund accounts
         on a before-tax basis pursuant to a salary deferral agreement with his
         Employer forming part of his contribution election as in effect from
         time to time.

           39. "Employer matching contributions subaccount", as used with
         respect to a participant, shall mean the separate subaccount which is
         required to be established with respect to such participant as provided
         in Article III hereof.

           40. Reserved.

           41. "Employer's matching contribution" shall mean a payment made to
         the Trustee by an Employer as provided in Article V hereof.

           42. "Employer's matching contributions forfeiture account" shall mean
         the separate account established for purposes of receiving forfeitures
         from participants' accounts pursuant to Sections IV.(iii)F., VI.C.3,
         VI.F.6., and IX.76.d.

           43. "Fiduciary" shall mean any person to the extent that he (a)
         exercises any discretionary authority or discretionary control
         respecting management of the Investment Fund or exercises any authority
         or control respecting management or disposition of its assets, (b)
         renders investment advice for a fee or other compensation, direct or
         indirect, with respect to any moneys or other property of the
         Investment Fund, or has any authority or responsibility to do so, or
         (c) has any discretionary authority or discretionary responsibility in
         the administration of the Investment Fund.

           43A. "Financial Managers" shall mean the person(s) appointed by
         Viacom, by written action of the Chief Operating Officer of Viacom, to
         act on behalf of Viacom as the sponsor and "named fiduciary" of the
         Plan (within the meaning of section 402(a)(2) of ERISA), as
         appropriate, with respect to Plan financial matters. When performing
         any activity or exercising any authority under the provisions of the
         Plan, the Financial Managers shall be deemed to act solely on behalf of
         Viacom, and not in an individual capacity.

                                       60
<PAGE>

           44. "Former participant" shall mean a person whose participation in
         the Investment Fund shall have terminated as provided in Paragraph A of
         Article VI hereof.

           45. "Fund" shall mean each of the Stable Value Fund, the S&P 500
         Index Fund, the Value U.S. Equity Fund, the Small Cap U.S. Equity Fund,
         the International Index Equity Fund, the Short Term Life Cycle Fund,
         the Medium Term Life Cycle Fund, the Long Term Life Cycle Fund, the
         Company Stock Fund, the Infinity Stock Fund, and the Self Directed
         Fund.

           46. "Hour of service", as used with respect to any person employed in
         regularly scheduled part-time employment, shall mean each hour for
         which he shall be directly or indirectly paid or entitled to payment

                   (a) for services he performs for CBS; or,

                   (b) except as expressly provided in the Investment Fund,
         solely for purposes of determining eligibility to participate therein
         and the extent to which his Employer matching contributions shall have
         vested, and subject to the provisions of this Section 36, for services
         he performs for any affiliated company, or any predecessor corporation
         of CBS, or corporation merged, consolidated, or liquidated into CBS or
         its predecessor, or a corporation substantially all of the assets of
         which were acquired by CBS to the extent the Administrative Managers so
         direct consistent with Regulations issued by the Secretary of the
         Treasury.

           With respect to every person employed on a full-time basis, 190 hours
         of service shall be credited for each calendar month in which he has
         actually performed at least one hour of service.

           In addition to the foregoing, the following provisions shall apply,
         where appropriate, to the computation of hours of service. Any Employee
         may be credited with hours of service for each calendar month in which
         he has a leave of absence of at least one calendar day. Any Employee
         may be credited with years of service for any period for which back
         pay, irrespective of mitigation of damages, may be awarded or agreed to
         by CBS or an affiliated company, in which event such hours of service
         shall be credited to each anniversary year to which each such award
         pertains. An Employee shall be credited with hours of service for any
         period for which he is directly or indirectly paid or entitled to
         payment by CBS or any affiliated company for reasons (such as
         vacations, sickness or disability) other than for his performance of
         services, and such hours of service and the computation period or
         periods to which



                                       61
<PAGE>

         such hours shall be credited shall be determined in accordance with
         Section 2530.200b-2 of the Regulations prescribed by the Secretary of
         Labor. Notwithstanding any other provision of the Investment Fund, in
         no event shall any person be credited with hours of service for any
         period prior to January 1, 1976 during which he was employed on other
         than a full-time basis.

           Notwithstanding the foregoing to the extent that records for a
         computation period do not accurately reflect the actual number of hours
         of service required to be credited to a contract employee (i.e., an
         employee who is not classified as a full-time employee or a regularly
         scheduled part-time employee), 45 hours of service shall be credited
         for each calendar week in which a weekly contract employee has actually
         performed at least one hour of service, and 10 hours of service shall
         be credited for each day on which a daily contract employee has
         actually performed at least one hour of service.

           46A. "Infinity Stock" shall mean the Class A common stock of Infinity
         Broadcasting Corporation, or any other common stock which Infinity
         Broadcasting Corporation is authorized to issue at the time with
         respect to which such a term is used.

           47. "Investment direction", as used with respect to a participant and
         with respect to any time, shall mean such participant's direction
         referred to in subparagraph 1 of Paragraph B of Part (i) or in
         subparagraph 3 of Paragraph A of Part (ii) of Article IV hereof, as
         modified prior to the time with respect to which such term is used.

           48. "Investment Fund" or "Plan" shall mean the plan embodied herein.

           49. "Investment manager" shall mean a fiduciary appointed by the
         Financial Managers who (a) has the authority to direct the investment
         and reinvestment of all or any part of the Trust Fund under the Trust
         Agreement; (b) is registered as an investment adviser under the
         Investment Advisers Act of 1940, is a bank as defined in the Investment
         Advisers Act of 1940 or is an insurance company qualified to perform
         services described in clause (a) above under the laws of more than one
         state; and (c) has acknowledged in writing that it is a fiduciary with
         respect to the Investment Fund.

           50. "Leave of absence" shall mean a leave of absence from the employ
         of one or more of the Employers granted, prospectively or
         retroactively, to an Employee at any time for a specific purpose.


                                       62
<PAGE>

           51. "Monthly accounting period" shall mean each calendar month.

           52. "Non-Fund subsidiary" shall mean a subsidiary or affiliate which
         is not an Employer.

           52A. "Part A participants" shall mean all participants except Part B
         participants, if any, and Part C participants, if any.

           52B. "Part B participants" shall mean participants who are not
         employees of the Corporation and are described as follows: no
         participants are Part B participants.

           52C. "Part C participants" shall mean participants who are employees
         of the Corporation and are described as follows: no participants are
         Part C participants.

           53. "Participant", as used with respect to the Investment Fund, shall
         mean an Employee of one or more of the Employers who shall have become
         a participant in the Investment Fund as provided in Paragraph B of
         Article II hereof and whose participation shall not have terminated as
         provided in Paragraph A of Article VI hereof. Such term shall, if the
         context shall permit, include a former participant.

           54. "Participant's contributions", as used with respect to a
         participant, shall mean the amount of such participant's salary
         withheld and/or deferred by his Employer pursuant to such participant's
         contribution election and paid to the Trustee by such Employer as
         provided in Paragraph C of Part (i) of Article IV hereof.

           55. "Participation election" shall mean the election of an Employee
         to become a participant.

           56. "Participation period", as used with respect to a participant,
         shall mean the period during which such participant shall be a
         participant in the Investment Fund.

           57. "Payroll period", as used with respect to a participant, shall
         mean the regular period (whether weekly or biweekly or semimonthly or
         otherwise) on the basis of which such participant's Employer pays such
         participant's salary.

           58. "Plan year" shall mean a calendar year.



                                       63
<PAGE>

           59. "Salary", as used with respect to a participant, with respect to
         an Employer and with respect to a payroll period, shall mean the
         regular compensation paid by such Employer to such participant for such
         payroll period, inclusive of all amounts of regular compensation
         deferred by such participant in accordance with his contribution
         election which are contributed to such participant's Fund accounts on a
         before-tax basis as Employer contributions, but excluding bonus
         payments, overtime compensation, deferred compensation and additional
         compensation of every other kind so paid, or, in the case of certain
         categories of Employees whose regular compensation is not payable
         entirely on a weekly or biweekly or semimonthly salary basis, such
         other compensation as, and to the extent that, the Board shall
         determine, as described in Appendix A. Notwithstanding any provision in
         the Investment Fund to the contrary, in no event may the contributions
         made to the Investment Fund by or on behalf of any participant in any
         plan year exceed the maximum percentage allowed under subparagraphs 1
         and 2 of Paragraph (i)A of Article IV and Article V multiplied by the
         Employee's salary not in excess of $200,000 for any plan year beginning
         after December 31, 1988, and prior to January 1, 1994, or $150,000 for
         any plan year beginning after December 31, 1993 (or, with respect to
         either such dollar amount, such larger amount as the Secretary of the
         Treasury may determine for such plan year under Section 401(a)(17) of
         the Code). Such dollar limitation on the amount of salary taken into
         account shall also be applied for purposes of the limitations of
         Paragraph (iii) of Article IV. For purposes of this dollar limitation
         only, in determining the salary of any Employee, the rules of Section
         414(q)(6) of the Code shall apply, except that in applying such rules,
         the term "family" shall include only the spouse of the Employee and any
         lineal descendants of the Employee who have not attained age 19 before
         the close of the year. In applying the dollar limitation to each family
         member of a group subject to Code section 414(q)(6), the compensation
         limitation shall be allocated among the family members in proportion to
         the salary of each family member (prior to such dollar limitation) that
         is combined to determine the dollar limitation.

           60. "Subsidiary" shall mean a corporation which is controlled by CBS,
         directly or indirectly.

           61. "Taxable year" shall have the same meaning as when used in
         Section 441(b) of the Code.

           62. "Termination benefit", as used with respect to a participant,
         shall mean the benefit which such participant shall be entitled to
         receive by reason of the termination of his participation (as provided
         in Paragraphs C, E and F of Article VI


                                       64
<PAGE>


         hereof). Notwithstanding the foregoing, if a participant's employment
         with the Employers ceased on account of the disposition of WCAU-TV and
         the participant was not fully vested in his benefit under the Plan on
         the date of such disposition, such participant shall become fully
         vested in his Employer match subaccount on the date of such
         disposition.

           63. "Termination date", as used with respect to a participant, shall
         mean the date of the termination of such participant's participation as
         provided in Paragraph A of Article VI hereof.

           64. "Trust" shall mean the trust created by and under the Trust
         Agreement.

           65. "Trust Agreement" shall mean the trust agreement by and among the
         Employers and the Trustee, dated as of June 29, 1969, including the
         successor Trust Agreement dated September 1, 1986, as the same may at
         any time and from time to time be amended.

           66. "Trustee", as used with respect to any time, shall mean the
         Trustee acting under the Trust Agreement at such time.

           67. "Trust Fund" shall mean all property which shall be held by the
         Trustee, as trustee under the Trust Agreement, at the time with respect
         to which such term is used.

           68. Reserved.

           69. "Unvested Employer matching contributions", as used with respect
         to a participant and with respect to any time, shall mean those of the
         Employer matching contributions credited to such participant's Employer
         matching contributions subaccount as of such time which shall not be
         vested Employer matching contributions.

           70. "Valuation date" shall mean the last business day of a calendar
         month or such other day or dates established by the Administrative
         Managers and the Trustee for purposes of valuing contributions,
         distributions, withdrawals, loans, and/or participant investment
         election changes.

           71. "Value", as used generally, shall mean fair market value, as used
         with respect to a unit and as of July 31, 1969, shall mean $1.00 and as
         used with 65

                                       65
<PAGE>


         respect to a unit and as of a date subsequent to July 31, 1969,
         shall mean the value of the Fund in which such unit is held at such
         date divided by the number of units which are then held in said Fund.
         As of January 2, 1996, "value" shall mean $10.00 and, as used with
         respect to any valuation date subsequent to January 2, 1996, `Value'
         shall mean the total market value of the Fund in which the unit is held
         at such date divided by the number of units which are then held in said
         Fund.


           72. "Vested Employer matching contributions", as used as of a
         valuation date or a termination date with respect to (a) a participant
         whose continuous employment period on such date is three or more years
         of service or (b) a participant whose 65th birthday is not subsequent
         to such date or (c) a former participant whose participation shall have
         terminated by reason of his death or his disability, shall mean all of
         the Employer matching contributions credited to such participant's
         Employer matching contributions subaccount as of such date; said term,
         as so used with respect to a participant whose continuous employment
         period on such date is less than three full years, whose 65th birthday
         is subsequent to such date and whose participation shall not have
         terminated by reason of his death or his disability, shall mean 33-1/3
         percent of the Employer matching contributions credited to such
         participant's Employer matching contributions subaccount as of such
         date multiplied by the number of years of service included in his
         continuous employment period on such date.

           73. "Viacom" shall mean Viacom Inc., a Delaware Corporation.

           73A. "Viacom Inc. Stock" shall mean the Class B common stock of
         Viacom.

           74. "Withdrawal" shall mean a payment made to a participant as
         provided in subparagraph 1 of Paragraph B of Article VI hereof.

           75. "Year" shall mean any period of 12 consecutive monthly accounting
         periods.

           76. "Year of service", as used with respect to an Employee or a
         participant, as the case may be, shall mean each anniversary year in
         which he shall complete at least 1,000 hours of service, subject,
         however, to the following:

                   (a) Solely with respect to eligibility of an Employee
         employed on other than a full-time basis, such Employee shall be
         credited with a year of service if


                                       66
<PAGE>


         he completes 1,000 hours of service in his first anniversary year
         following December 31, 1975.

                   (b) Solely for the purpose of determining the extent to which
         such participant shall have a vested interest in the Employer matching
         contribution units, if such participant shall not have completed a year
         of service in the anniversary year in which he became a participant, or
         in the preceding plan year, he shall nevertheless be credited with one
         year of service for the anniversary year in which he became a
         participant.

                   (c) The period in which services shall have been performed by
         an Employee prior to a break in service shall not be included in
         determining his years of service unless


                   (i) such services shall have been performed prior to January
              1, 1976, in which event the period in which such services shall
              have been performed shall be included in determining such
              Employee's years of service in accordance with the break in
              service rules under the Investment Fund in effect prior to such
              date or

                   (ii) such services shall have been performed after December
              31, 1975 by an Employee who shall have a vested interest in the
              Employer matching contributions prior to such break in service,
              or, if no Employer matching contributions shall have vested, the
              number of consecutive anniversary years during which such break in
              service shall have continued shall be less than the greater of
              five or the number of years of service that shall have been
              accumulated immediately preceding such break in service.

                   (d) The period in which services shall have been performed by
         an Employee after five or more consecutive one-year breaks in service
         shall not be included in determining years of service for the purpose
         of causing his vested interest in the Employer matching contributions,
         as of the date immediately preceding such a break in service, to be
         increased; accordingly, any such pre-break Employer matching
         contributions not previously forfeited shall be forfeited into the
         Employer's matching contributions forfeiture account after five or more
         consecutive one-year breaks in service.

                   (e) For purposes of applying the requirement of Section
         II.A.(2) that a non-full-time Employee complete a year of service in
         order to be eligible to


                                       67
<PAGE>



         participate in the Investment Fund, the term "anniversary year" shall
         be deemed to mean the first 12-month period commencing on the first day
         of the calendar month in which his employment commences, and then each
         calendar year commencing after the commencement of the first
         anniversary year.

         B. For the purposes hereof:

           1. To the extent that the context shall permit, any masculine pronoun
         used herein shall be construed to include also the similar feminine
         pronoun, any singular word so used shall be construed to include also
         the similar plural word and any plural word so used shall be construed
         to include also the similar singular word.

           2. Any reference herein to any date or day shall be deemed to be a
         reference to the close of business on such date or day.

           3. Terms used herein with respect to a participant which are defined
         in Paragraph A of this Article IX shall have the same respective
         meanings when used with respect to an Employee.

           4. If any Employer shall at any time grant (or shall at any time have
         granted) to an Employee a leave of absence from his employment by such
         Employer, whether such leave shall commence (or shall have commenced)
         and/or shall be granted (or shall have been granted) prior to, at the
         time of, or subsequent to such Employee's having become a participant,
         such Employee shall be deemed to be (or to have been) in the employ of
         such Employer during such leave of absence. That portion of the period
         of such leave of absence which shall commence on the actual
         commencement of such leave of absence shall not be deemed to interrupt
         the continuity of such participant's participation period, but shall
         not be included therein unless such Employee shall receive a salary
         from his Employer during all or a portion of such leave of absence and
         shall make contributions during such period.

           5. In order to convert an amount to a number of units as of any date,
         such amount shall be divided by the value of one such unit on such
         date, in order to convert a number of units to an amount as of any
         date, such number shall be multiplied by the value of one such unit on
         such date, and in order to convert a number of units of one
         classification into a number of units of another classification as of
         any date, such first-mentioned number shall be multiplied by the value
         of one unit of such classification first referred to on such date and
         the product thus determined shall be divided by the value of one unit
         of such other classification on such date.

                                       68
<PAGE>


X.       Adoption by Subsidiaries.
         ------------------------

         A. Any subsidiary or affiliate may, pursuant to a resolution of its
board of directors, with the consent of the Administrative Managers, adopt the
Investment Fund for the exclusive benefit of its employees eligible to
participate therein. Such adoption shall be effective as of the first day of any
monthly accounting period specified by such subsidiary and consented to by the
Board.

         B. Each subsidiary adopting the Investment Fund as provided in
Paragraph A of this Article X shall enter into an agreement with the other
Employers and the Trustee pursuant to which such subsidiary shall become a party
to the Trust Agreement.


                                       69
<PAGE>


XI.      Amendment; Termination.
         -----------------------

         A. CBS may, at any time and from time to time, amend the Investment
Fund pursuant to a resolution or written instrument of the Board (or its duly
authorized designees), delivered to the Trustee and to the other Employers; CBS
may also, at any time and from time to time, amend the Investment Fund pursuant
to a joint resolution or written instrument of the Administrative Managers and
Financial Managers, delivered to the Trustee and to the other Employers, but
only with respect to amendments that (i) are required by ERISA or other
applicable law or regulation governing qualification of employee benefit plans,
(ii) are necessary for Plan administration and do not materially increase costs
to the Investment Fund or the Employers, or (iii) clarify ambiguous or unclear
Investment Fund provisions. However, (1) no such amendment or termination shall
adversely affect amounts credited to any participant's or former participant's
accounts on the date of such amendment or termination, nor shall, to the extent
prohibited under Section 411(d)(6) of the Code, any amendment result in
depriving a participant of the right to elect an optional form of benefit which,
but for the provisions of such amendment, such participant (or his or her
beneficiaries) would have been entitled to elect with respect to his or her
vested benefit, (2) no such amendment shall adversely affect any participant's
or former participant's interest in those of the Employer matching contributions
credited to his Employer matching contributions subaccount on the date of such
amendment which would be vested Employer matching contributions if the date of
such amendment were his termination date, (3) no such amendment shall result in
a change in the substance of Paragraph B of this Article XI with respect to
participants who are such on the date of such amendment, (4) notwithstanding any
such amendment and notwithstanding any such termination, it shall be impossible,
whether by operation or natural termination of the Trust or pursuant to the
provisions of this Paragraph A, or by the happening of a contingency or by
arrangement or by any other means, for any part of the corpus of or the income
from the Trust to be used for, or diverted to, purposes other than the exclusive
benefit of the participants, the former participants and their respective
beneficiaries, (5) no such amendment shall increase the duties, responsibilities
or obligations of any Administrative Manager or Financial Manager unless he
shall consent thereto, (6) no such amendment shall increase the duties,
responsibilities or obligations of the Trustee unless it shall consent thereto,
and (7) no such amendment shall increase the duties, responsibilities or
obligations of an Employer unless it shall consent thereto. In addition, any
Employer may, pursuant to a resolution of its board of directors, by a written
instrument delivered to the Trustee and to the other Employers, terminate the
Investment Fund with respect to its Employees.

         B. In the event of, and upon, an Employer's termination of the
Investment Fund or permanent discontinuance of contributions other than by
reason of being merged


                                       70
<PAGE>


into, or consolidated with, another Employer, whether or not the Trust shall
also terminate concurrently therewith, (1) the interest in his Employer matching
contributions subaccount of each participant who shall be or shall have been an
Employee of such Employer shall vest and the Administrative Managers shall, as
of and as promptly as shall be practicable after the valuation date concurrent
with, or next succeeding, the date of such termination or permanent
discontinuance, allocate unallocated Employer matching contributions pro rata to
the Employer matching contributions in the Employer matching contributions
subaccounts of the participants who shall have been Employees of such Employer
on the date of such termination or permanent discontinuance, and (2) the Trustee
shall, as of and as promptly as shall be practicable after the valuation date
next succeeding whichever shall occur first of such participant ceasing to be an
Employee of CBS and all subsidiaries and the termination of the Trust, pay or
distribute to such participant (or his beneficiaries) in the manner provided in
Paragraph F of Article VI hereof the benefits to which he is (or they are)
entitled. In the event of, and upon, the termination of the Investment Fund by
an Employer with respect to some but less than all of the Employees of such
Employer (a "partial termination"), (1) the interest in the Employer matching
contributions subaccount of each participant affected by such partial
termination shall vest and (2) as of and as promptly as shall be practicable
after the valuation date concurrent with, or next succeeding, the date of such
partial termination, (a) the Administrative Managers shall allocate any
unallocated Employer matching contributions pro rata to the Employer matching
contributions in the Employer matching contributions subaccounts of the
participants affected by such partial termination and (b) the Trustee shall pay
or distribute to each such participant (or his beneficiaries) in the manner
provided in Paragraph F of Article VI hereof the benefits to which he is (or
they are) entitled. In the event of the complete or partial termination of the
Investment Fund, or the complete discontinuance of contributions thereto, the
account balances of all affected participants shall become fully vested.

         C. In the event of any merger or consolidation of the Investment Fund
and/or the Trust hereunder with, or transfer of the assets or liabilities of the
Investment Fund and/or Trust to, any other plan, the terms of such merger,
consolidation or transfer shall be such that each participant would receive (in
the event of termination of the Investment Fund or its successor immediately
thereafter) a benefit which is no less than he would have received in the event
of termination of the Investment Fund immediately prior to such merger,
consolidation or transfer.

           1. Anything herein to the contrary notwithstanding, the Administrator
shall direct the Trustee to transfer, as of January 1, 1991, to the trustee of
the trust established under the CBS News Special Projects Inc. Employee
Investment Fund maintained by CBS News Special Projects Inc. for the benefit of
employees of CBS News


                                       71
<PAGE>

Special Projects Inc. who were Employees of CBS participating in the Investment
Fund immediately prior to employ with CBS News Special Projects Inc. an amount
from the Trust equal to the balance in such participants' accounts determined as
of the transfer date. After December 31, 1990, the former CBS Employees
described above shall be entitled to no further allocations under this
Investment Fund.

           2. Anything herein to the contrary notwithstanding, the Administrator
shall direct the Trustee to transfer, as of the transfer date, to the trustee of
the trust established under the CBS News Special Projects Inc. Employee
Investment Fund maintained by CBS News Special Projects Inc. for the benefit of
employees of CBS News Special Projects Inc. who were Employees of CBS
participating in the Investment Fund immediately prior to employ with CBS News
Special Projects Inc., an amount from the Trust equal to the balance in such
participants' accounts determined as of the transfer date. Effective with the
transfer date, the former CBS Employees described above shall be entitled to no
further allocations under this Investment Fund.

           3. Subject to the approval of the Administrative Managers, the
Trustee shall accept a transfer of assets and liabilities accrued by a
participant under any other plan which transfer shall be in accordance with the
requirements of Section 414(1) of the Code. In no event shall the accrued
benefit of any such participant under this Investment Fund immediately after
such transfer be less than the accrued benefit of such participant under the
transferor plan immediately prior to such transfer. In addition, any
distribution, withdrawal, or other rights available to each affected participant
under the terms of the transferor plan as of the date of such transfer which are
protected under Section 411(d)(6) of the Code shall continue to be available
with respect to such transferred account balances.

         D. Notwithstanding anything hereinbefore to the contrary, a matching
contribution hereunder by any Employer which (1) was made under a mistake of
fact or (2) was conditioned upon deduction of such contribution under Section
404 of the Code and such deduction is disallowed, shall be returned to the
Employer within one year after the payment of the contribution or the
disallowance of the deduction (to the extent disallowed), whichever may be
applicable.


                                       72
<PAGE>


XII.     Limitations.
         ------------

         A. Subject to the adjustments hereinafter set forth, the maximum annual
addition to a participant's account shall in no event exceed the lesser of (1)
$30,000 (adjusted annually, effective January 1, 1988, to reflect increases in
the cost of living, in accordance with Regulations issued by the Secretary of
the Treasury under Section 415 of the Code) or (2) 25 percent of his annual
compensation.

         B. For the purpose of Paragraph A of this Article XII:

           1. "Annual addition" shall mean, as used with respect to a
participant, the sum for any calendar year of (1) the Employer's contributions
(including before-tax required basic contributions, before-tax voluntary
supplemental contributions and Employer matching contributions); (2) any
forfeitures under the applicable terms, if any, of the Investment Fund; (3) the
participant's after-tax contributions; and (4) amounts described in Section
415(l)(1) and Section 419A(d)(2) of the Code. Notwithstanding the foregoing,
annual additions for any calendar year beginning before January 1, 1987 shall
include a participant's after-tax contributions only to the extent greater than
the lesser of (a) such participant's after-tax contributions in excess of six
percent of his compensation or (b) one-half of such participant's after-tax
contributions; provided, however, with respect to calendar years prior to
January 1, 1976, the amount of a participant's contributions for each year shall
be deemed to be an amount equal to the excess of the aggregate of the
participant's contributions prior to January 1, 1976 (without regard to such
contributions made on or after October 1, 1973 under the terms of the Investment
Fund in effect as of such date) over 10 percent of his compensation for each
calendar year of his participation in the Investment Fund prior to such date,
multiplied by a fraction, the numerator of which shall be 1 and the denominator
of which shall be the number of calendar years during which he was a participant
prior to January 1, 1976.

           2. "Annual compensation" shall mean a participant's wages within the
meaning of Section 3401(a) of the Code and all other payments of compensation to
an Employee by his Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a written statement
under Section 6041(d), Section 6051(a)(3) and Section 6052 of the Code,
determined without regard to any rules under Section 3401(a) of the Code that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code), and including amounts paid or
reimbursed by the Employer for moving expenses incurred by the Employee.


                                       73
<PAGE>


         C. The limitations set forth in this Article with respect to any
participant who at any time participates in any other defined contribution plan
maintained by the Employer or in more than one defined benefit plan maintained
by the Employer shall apply as if the total annual addition allocated to the
participant under all such defined contribution plans in which the participant
so participates are allocated under a single plan and as if the total benefits
payable to the participant under all defined benefit plans maintained by the
Employer are payable from a single plan.

           For purposes of this Article, the term "Employer" shall include any
affiliated company as defined in Paragraph 4 of Article IX hereof and modified
by Section 415(h) of the Code.

         D. In the case of a person who is a participant both in the Investment
Fund and the CBS Combined Pension Plan or any other applicable defined plan, the
sum of the defined benefit plan fraction and the defined contribution plan
fraction (as each such term is hereinafter defined) for any calendar year shall
not exceed 1.0.

         E. For the purpose of determining the sum referred to in Paragraph D of
this Article XII, the following shall apply:

            (1) "Defined benefit plan fraction" shall mean a fraction, (i) the
numerator of which shall be the annual benefit payable with respect to a
participant under the CBS Combined Pension Plan and any other applicable defined
benefit plan determined without regard to the limitation provisions required by
Section 415(b) of the Code and (ii) the denominator of which shall be the
maximum benefit payable under such Section, increased as provided by Section
415(e)(2)(B) of the Code as amended by the Tax Equity and Fiscal Responsibility
Act of 1982 ("TEFRA"); provided, however, that in the case of any participant in
the CBS Combined Pension Plan whose benefit is described in Section 6.04C
thereof prior to increasing the denominator of the fraction pursuant to Section
415(e)(2)(B) of the Code, the numerator of the defined benefit plan fraction
shall be deemed not to exceed the denominator of such fraction.


            (2) "Defined contribution plan fraction" shall mean a fraction, (i)
the numerator of which shall be the aggregate annual additions (as hereinafter
defined), with respect to a participant in the Investment Fund or any other
defined contribution plan maintained by an Employer, determined as of the close
of the calendar year in which such additions accrued, determined without regard
to the limitation provisions required by Section 415(c) of the Code, and (ii)
the denominator of which shall be the aggregate maximum annual additions
determined by applying the provisions of said Section 415(c) for each calendar
year of the participant's service, taking into account the transition rules


                                       74
<PAGE>

for years ending prior to January 1, 1983 prescribed under the Investment Fund
or other applicable plans and under the Act and TEFRA, including the rules of
Section 415(e)(3) of the Code as amended by TEFRA, unless the Administrative
Managers elect to apply the rules of Section 415(e)(6) of the Code, as added by
TEFRA; provided, however, that in the case of calendar years prior to January 1,
1976 prior to increasing the denominator of the fraction pursuant to Section
415(e)(3)(B) or Section 415(e)(6)(B) of the Code, the numerator of the defined
contribution plan factor shall be deemed not to exceed the denominator of such
fraction.

         F. The limitation referred to in Paragraph D of this Article XII shall
not apply with respect to any participant who on September 2, 1974 was a
participant both in the Investment Fund and the CBS Combined Pension Plan if the
defined benefit fraction with respect to such a person shall not be increased,
by amendment or otherwise, after September 2, 1974 and no contributions to his
account are made under the Investment Fund after such date.

         G. If, prior to the allocation of contributions on behalf of any
participant, it is determined that the limitation on annual additions prescribed
under Paragraph A hereof or the limitation applicable to a combination of plans
prescribed under Paragraph D hereof would be exceeded in any year, contributions
shall be reduced, in the following order, but only to the extent necessary to
satisfy the limitations:

            (1) First, periodic special contributions shall be reduced;

            (2) Second, after-tax voluntary supplemental contributions shall be
         reduced;

            (3) Third, before-tax voluntary supplemental contributions shall be
         reduced;

            (4) Fourth, after-tax required basic contributions shall be reduced;

            (5) Fifth, before-tax required basic contributions shall be reduced;

            (6) Sixth, Employer matching contributions shall be reduced.

              Any amount which may not be allocated to the account of a
participant by reason of (2), (3), (4) or (5) hereof shall not be withheld
and/or deferred from his salary but shall be paid to him. Any amount which may
not be allocated to the account of a participant by reason of (6) hereof shall
be retained in the general assets of the Employer,


                                       75
<PAGE>


if the Administrative Managers so direct, or paid to such participant upon such
terms and conditions as the Administrative Managers may from time to time
prescribe.

         H. Notwithstanding the provisions of Paragraph G, in the event that the
limitations prescribed under Paragraph D would be exceeded with respect to any
participant who participates in the Investment Fund and the CBS Combined Pension
Plan or any other applicable defined benefit plan, the benefits under the
defined benefit plan shall be reduced or frozen prior to making any adjustments
under the Investment Fund.

         I. In the event that, notwithstanding Paragraph G hereof, the
limitations with respect to annual additions prescribed hereunder are exceeded
with respect to any participant and such excess arises as a consequence of the
crediting of forfeitures to the participant's account or a reasonable error in
estimating the participant's compensation or a reasonable error in determining
the amount of before-tax contributions that may be made with respect to any
individual within the limits of Section 415 of the Code, such excess shall be
disposed of by returning to the participant his after-tax contributions, if any,
for the year in which the excess arose, together with the earnings thereon, but
only to the extent necessary to cause the annual additions to the participant's
account to equal, but not exceed, the limitations prescribed hereunder. In the
event that after such contributions and earnings are returned there remains an
excess, before-tax contributions, if any, for the year in which the excess
arose, shall be returned to the participant, but only to the extent necessary to
cause the annual additions to the participant's account to equal, but not
exceed, the limitations prescribed hereunder. In the event that after such
contributions are returned there remains an excess, such excess shall be held in
a suspense account and allocated to the account of the participant in succeeding
years or, if his employment has terminated and there remains an amount standing
to his credit in a suspense account, among the accounts of all participants. Any
before-tax or after-tax contributions that are returned to the participant in
accordance with this Paragraph shall not be taken into account in applying the
limitations of Paragraphs (iii)(A), (iii)(C) and (iii)(D) of Article IV.


                                       76
<PAGE>


XIII.    Interpretation.
         ---------------

         Anything in the Investment Fund or the Trust Agreement to the contrary
notwithstanding, no provision thereof shall be so construed as to violate the
requirements of the Act. To the extent that state law shall not be preempted by
the provisions of the Act or any other laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, the Investment
Fund shall be administered, construed and enforced according to the laws of the
State of New York.


                                       77
<PAGE>


XIV.     Top-Heavy Plan.
         ---------------

         A. Effective January 1, 1984, the Investment Fund shall meet the
requirements of this Article XIV in the event that the Investment Fund is or
becomes a top-heavy plan.

         B. 1. Subject to the aggregation rules set forth in subparagraph 2 of
this Paragraph B, the Investment Fund shall be considered a top-heavy plan
pursuant to Section 416(g) of the Code in any plan year beginning after December
31, 1983 if, as of the determination date, the present value of the cumulative
accrued benefits of all Key Employees exceeds 60 percent of the present value of
the cumulative accrued benefits of all of the Employees as of such date,
excluding former Key Employees and, except for the plan year beginning January
1, 1984, excluding any Employee who has not performed services for the Employer
during the five consecutive plan year period ending on the determination date,
but taking into account in computing the ratio any distributions made during the
five consecutive plan year period ending on the determination date. For purposes
of the above ratio, the present value of a Key Employee's accrued benefit shall
be counted only once each plan year, notwithstanding the fact that an individual
may be considered a Key Employee for more than one reason in any plan year.

            2. For purposes of determining whether the Investment Fund is a
top-heavy plan and for purposes of meeting the requirements of this Article XIV,
the Investment Fund shall be aggregated and coordinated with other qualified
plans in a required aggregation group and may be aggregated or coordinated with
other qualified plans in a permissive aggregation group. If such required
aggregation group is top-heavy, this Investment Fund shall be considered a
top-heavy plan. If such permissive aggregation group is not top-heavy, this
Investment Fund shall not be a top-heavy plan.

         C. For the purpose of determining whether the Investment Fund is
top-heavy, the following definitions shall be applicable:

            1. Determination and Valuation Dates. The term "determination date"
shall mean, in the case of any plan year, the last day of the preceding plan
year. The amount of an individual's accrued benefit and the present value
thereof shall be determined as of the valuation date and shall include any
contribution actually made after such valuation date but on or before the
determination date. The term "valuation date" means the most recent value
determination date defined in subparagraph 70 of Paragraph A of Article IX
hereof occurring within a 12-month period ending on the determination date.


                                       78
<PAGE>


            2. Key Employee. An individual shall be considered a Key Employee if
he is an Employee or former Employee who at any time during the current plan
year or any of the four preceding plan years:

              (a) was an officer of the Employer who has annual compensation
         from the Employer in the applicable plan year in excess of 50 percent
         of the amount in effect under Section 415(b)(1)(A) of the Code;
         provided, however, that the number of individuals treated as Key
         Employees by reason of being officers hereunder shall not exceed the
         lesser of 50 or 10 percent of all Employees, and provided further that
         if the number of Employees treated as officers is limited to 50
         hereunder, the individuals treated as Key Employees shall be those who,
         while officers, received the greatest annual compensation in the
         applicable plan year and any of the four preceding plan years (without
         regard to the limitation set forth in Section 416(d) of the Code); or

              (b) was one of the 10 Employees owning or considered as owning the
         largest interests in the Employer who has annual compensation from the
         Employer in the applicable plan year in excess of the dollar limitation
         under Section 415(c)(1)(A) of the Code as increased under Section
         415(d) of the Code; or

              (c) was a more than five percent owner of the Employer; or

              (d) was a more than one percent owner of the Employer whose annual
         compensation from the Employer in the applicable plan year exceeded
         $150,000.

         For purposes of determining who is a Key Employee, ownership shall mean
ownership of the outstanding stock of the Employer or of the total combined
voting power of all stock of the Employer, taking into account the constructive
ownership rules of Section 318 of the Code, as modified by Section 416(i)(1) of
the Code.

         For purposes of section (a) of this subparagraph but not for purposes
of sections (b), (c) and (d) of this subparagraph (except for purposes of
determining compensation under section (d) of this subparagraph), the term
"Employer" shall include any entity aggregated with an Employer pursuant to
Section 414(b), (c) or (m) of the Code.

         For purposes of section (b) of this subparagraph, an Employee (or
former Employee) who has some ownership interest is considered to be one of the
top 10 owners unless at least 10 other Employees (or former Employees) own a
greater interest than such Employee (or former Employee); provided that if an
Employee has the same


                                       79
<PAGE>


ownership interest as another Employee, the Employee having greater annual
compensation from the Employer is considered to have the larger ownership
interest.

            3. Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is a participant and who is not a Key Employee.

            4. Beneficiary. Whenever the term "Key Employee", "former Key
Employee", or "Non-Key Employee" is used herein, it includes the beneficiary or
beneficiaries of such individual. If an individual is a Key Employee by reason
of the foregoing sentence as well as a Key Employee in his own right, both the
present value of his inherited accrued benefit and the present value of his own
accrued benefit will be considered his accrued benefit for purposes of
determining whether the Investment Fund is a top-heavy plan.

            5. Compensation and Compensation Limitation. For purposes of this
Article XIV, except as otherwise specifically provided, the term "compensation"
means the amount stated on an Employee's Form W-2 for the calendar year that
ends with or within the plan year; provided that the annual compensation of a
Key Employee taken into account under the Investment Fund shall not exceed
$200,000, for plan years beginning before January 1, 1994, or $150,000, for plan
years beginning after December 31, 1993, and in either case adjusted for
increases in the cost of living pursuant to regulations issued under Section
401(a)(17) of the Code.

            6. Required Aggregation Group. The term "required aggregation group"
shall mean all other qualified defined benefit and defined contribution plans,
(including terminated plans which were maintained within the last five years
ending on the determination date for the plan year in question and which would,
but for the fact that the plan is terminated, be part of the required
aggregation group), maintained by the Employer in which a Key Employee
participates, and each other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Section 401(a)(4)
or 410 of the Code.

            7. Permissive Aggregation Group. The term "permissive aggregation
group" shall mean all other qualified defined benefit and defined contribution
plans maintained by the Employer that meet the requirements of Sections
401(a)(4) and 410 of the Code when considered with a required aggregation group.

            8. Present Value of Accrued Benefit. The present value of an
individual's accrued benefit shall mean the sum of the value as of the most
recent valuation date of the


                                       80
<PAGE>


amounts credited to his Fund accounts as of the determination date and
contributions due as of the determination date.

         D. In the event the Investment Fund is determined to be top-heavy for
any plan year, the following requirements shall be applicable.

            1. Minimum Allocation. (a) In the case of a Non-Key Employee who is
covered under this Investment Fund but does not participate in any qualified
defined benefit plan maintained by the Employer, the minimum allocation of
contributions (not including before-tax contributions) plus forfeitures
allocated to the account of each such Non-Key Employee who has not separated
from service at the end of a plan year in which the Investment Fund is top-heavy
shall equal the lesser of three percent of compensation for such plan year or
the largest percentage of compensation provided on behalf of any Key Employee
for such plan year. For purposes of determining the minimum required
contribution, the before-tax contributions made on behalf of key employees shall
be taken into account. The minimum allocation provided hereunder may not be
suspended or forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.
The minimum allocation shall be made for a Non-Key Employee for each plan year
in which the Investment Fund is top-heavy, even if he has not completed a year
of service in such plan year or if he has declined to elect to have salary
reduction contributions made on his behalf.

              (b) A Non-Key Employee who is covered under this Investment Fund
and under a qualified defined benefit plan maintained by the Employer shall not
be entitled to the minimum allocation under this Investment Fund but shall
receive the minimum benefit provided under the terms of the qualified defined
benefit plan.

            2. Limitations on Annual Additions and Benefits. For purposes of
computing the defined benefit plan fraction and defined contribution plan
fraction as set forth in Sections 415(e)(2)(B) and 415(e)(3)(B) of the Code, the
dollar limitations on benefits and annual additions applicable to a limitation
year shall be multiplied by 1.0 rather than by 1.25.

                                       81
<PAGE>


XV.      Midwest Communications, Inc. Transaction.
         -----------------------------------------

A.       Transfer of Accounts from the Midwest Communications,
         Inc. Retirement Savings Plan to Investment Fund:
         -----------------------------------------------------

            1. All individuals who were salaried, nonunion employees of Midwest
Communications, Inc. and who were eligible to participate in the Midwest
Communications, Inc. Retirement Savings Plan as of February 5, 1992, shall be
eligible to participate in the Investment Fund with respect to compensation
earned after April 5, 1992. Amounts credited to the accounts of such
Participants of the Midwest Communications, Inc. Retirement Savings Plan who are
participants under the Investment Fund shall be transferred to the Investment
Fund effective April 30, 1992 ("Transferred Amount(s)").

            2. All individuals who were union employees of Midwest
Communications, Inc. and who were eligible to participate in the Midwest
Communications, Inc. Retirement Savings Plan shall be eligible to participate in
the Investment Fund as of the date specified by the individual collective
bargaining agreement with respect to compensation earned after the date
specified in such agreement. Amounts credited to the accounts of such
Participants of the Midwest Communications, Inc. Retirement Savings Plan who are
participants under the Investment Fund shall be transferred to the Investment
Fund effective as of the valuation date following the date specified in the
particular collective bargaining agreement for their eligibility to participate
in the Investment Fund ("Transferred Amount(s)").

            3. Transferred Amounts shall be subject to the following procedures:

               (i) Allocation and Accounting for Transferred Amounts: The
         portion of a participant's Transferred Amount representing before-tax
         contributions shall be allocated to his before-tax subaccount; the
         portion representing rollover contributions shall be allocated to his
         Rollover Contribution Account; and the remaining portion shall be
         allocated to the participant's Employer matching contribution
         subaccount.

               (ii) Investment of Transferred Amounts: Transferred Amounts shall
         be invested in Funds A, B, D and E as directed by the participant in
         accordance with the investment provisions of Article III and IV. In the
         event the participant fails to issue an investment direction, the
         Transferred Amounts shall be invested in Fund B.

               (iii) Vesting in Transferred Amounts: A participant's vested
         interest in his Transferred Amount shall be determined in accordance
         with the rules of


                                       82
<PAGE>

         subparagraph 72 of Paragraph A of Article IX hereof, provided that all
         prior service credit with Midwest Communications, Inc. shall be treated
         as service with CBS, and further provided that a participant's vested
         interest in the Transferred Amounts under the Investment Fund shall be
         no less than his vested interest under the Transferor Plan determined
         as of the date such amounts are transferred to this Investment Fund.

            (iv) Distribution and Withdrawals of Transferred Amounts: The
         requirements of Article VI shall govern the withdrawal and distribution
         of Transferred Amounts in the same manner as if such amounts were
         originally contributed to this Investment Fund, provided that in the
         event former Participants in the Midwest Communications, Inc.
         Retirement Savings Plan had Rollover Contribution Accounts thereunder,
         these amounts will be available for withdrawal under the withdrawal
         rules of Section 7.1 of that Plan, to wit:

         "Withdrawals from Rollover Account: A Participant may withdraw from his
         Rollover Account an amount not less than the lesser of One Thousand
         Dollars or the balance of such Account and not in excess of the amount
         of such Account balance as of the Valuation Date that next follows by
         at least thirty days (or such shorter period as the Administrator may
         by uniform rule allow) the date on which the Administrator receives a
         complete and accurate written withdrawal application from the
         Participant in form prescribed by the Administrator. Such withdrawal
         distribution shall be made by the Trustee as soon as administratively
         practicable following such Valuation Date." Section 2.28 of the Midwest
         Communications, Inc. Retirement Savings Plan provides that the
         Valuation Date is the last day of each calendar month and such interim
         dates as the Administrator may from time to time specify pursuant to
         Section 5.2(B).

         B. Merger of WCCO Television, Inc. AFTRA 401(k) Plan into Investment
            Fund:
            -----------------------------------------------------------------

            1. All individuals who were Participants in the WCCO Television,
Inc. AFTRA 401(k) Plan as of August 21, 1992 shall be eligible to participate in
the Investment Fund with respect to compensation earned after August 23, 1992.
Amounts credited to the accounts of such Participants of the WCCO Television,
Inc. AFTRA 401(k) Plan who are participants under the Investment Fund shall be
transferred to the Investment Fund effective September 2, 1992 ("Transferred
Amount(s)").

            Effective August 31, 1992, the participants shall direct the Trustee
of the CBS Employee Investment Fund to transfer the total of their account
balance(s) in the WCCO Television, Inc. AFTRA 401(k) Plan to the designated Fund
account(s) under the Investment Fund.

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<PAGE>

            2. Transferred Amounts shall be subject to the following procedures:

                   (i) Allocation and Accounting for Transferred Amounts: The
               portion of a participant's Transferred Amount representing
               before-tax contributions shall be allocated to his Before-Tax
               Account; the portion representing rollover contributions shall be
               allocated to his Rollover Contribution Account.

                   (ii) Investment of Transferred Amounts: Transferred Amounts
              shall be invested in Funds A, B and D as directed by the
              participant in accordance with the investment provisions of
              Article III and IV. In the event the participant fails to issue an
              investment direction, the Transferred Amounts shall be invested in
              Fund B.

                   (iii) Vesting in Transferred Amounts: A participant's vested
              interest in his Transferred Amount shall be determined in
              accordance with the rules of subparagraph 62 of Paragraph A of
              Article IX hereof, provided that all prior service credit with
              Midwest Communications, Inc. shall be treated as service with CBS,
              and further provided that a participant's vested interest in the
              Transferred Amounts under the Investment Fund shall be no less
              than his vested interest under the Transferor Plan determined as
              of the date such amounts are transferred to this Investment Fund.

                   (iv) Distribution and Withdrawals of Transferred Amounts: The
              requirements of Article VI shall govern the withdrawal and
              distribution of Transferred Amounts in the same manner as if such
              amounts were originally contributed to this Investment Fund,
              provided that in the event former Participants in the WCCO
              Television, Inc. AFTRA 401(k) Plan had Rollover Contribution
              Accounts thereunder, these amounts will be available for
              withdrawal under the withdrawal rules of Section 7.1 of that Plan,
              to wit:

              "Withdrawals from Rollover Account: A Participant may withdraw
              from his Rollover Account an amount not less than the lesser of
              One Thousand Dollars or the balance of such Account and not in
              excess of the amount of such Account balance as of the Valuation
              Date that next follows by at least thirty days (or such shorter
              period as the Administrator may by uniform rule allow) the date on
              which the Administrator receives a complete and accurate written
              withdrawal application from the Participant in form prescribed by
              the Administrator. Such withdrawal distribution shall be made by
              the Trustee as soon as administratively practicable following such
              Valuation Date." Section 2.27 of the WCCO Television, Inc. AFTRA
              401(k) Plan provides that the Valuation Date is the last day of
              each calendar month and such interim dates as the Administrator
              may from time to time specify pursuant to Section 5.2(B).

                                       84
<PAGE>


XVI.     Merger of Radford Studio Center Inc. 401(k) Tax
         Sheltered Savings Plan and Trust.
         -----------------------------------------------

         1. All individuals who were employees of Radford Studio Center Inc. and
who were eligible to participate in the Radford Studio Center Inc. 401(k) Tax
Sheltered Savings Plan and Trust as of November 30, 1994, shall be eligible to
participate in the Investment Fund with respect to compensation earned after
November 30, 1994. Amounts credited to the accounts of such participants of the
Radford Studio Center Inc. 401(k) Tax Sheltered Savings Plan who are
participants under the Investment Fund shall be transferred to the Investment
Fund effective as of December 1, 1994 ("Radford Transferred Amount(s)").

         2. Radford Transferred Amounts shall be subject to the following
procedures:

            (i) Allocation and Accounting for Radford Transferred Amounts: The
         portion of a participant's Radford Transferred Amount representing
         before-tax contributions shall be allocated to his Before-Tax Account.

            (ii) Investment of Radford Transferred Amounts: Radford Transferred
         Amounts shall be invested in Funds A, B, D, and E as directed by the
         participant in accordance with provisions of Article III and IV. In the
         event the participant fails to issue an investment direction, the
         Radford Transferred Amounts shall be invested in Fund B.

            (iii) Vesting in Radford Transferred Amounts: A participant shall be
         fully vested in his interest in the Radford Transferred Amount.

            (iv) Distribution and Withdrawals of Radford Transferred Amounts:
         The requirements of Article VI shall govern the withdrawal and
         distribution of Radford Transferred Amounts in the same manner as if
         such amounts were originally contributed to this Investment Fund.

                                       85
<PAGE>


XVII.    Direct Rollover of Amounts from Plans in Which Employees
         of WPRI-TV Participated.
         --------------------------------------------------------

         1. Any Employee who:

            (i) was an employee of the seller of WPRI-TV and prior to the date
         the assets related to that station were acquired by CBS (the
         "Acquisition Date");

            (ii) became an Employee of CBS on the Acquisition Date; and

            (iii) receives an "eligible rollover distribution" from any
         qualified plan sponsored by the seller

         shall be eligible to make a direct rollover contribution of such
         "eligible rollover distribution" to the Investment Fund. The Trustee
         shall credit the amount of any direct rollover contribution to the
         participant's Rollover Account, in accordance with the participant's
         designation, as of the date the direct rollover contribution is made.

         2. The term direct rollover contribution means the contribution of an
"eligible rollover distribution" to the Trustee by the Employee or the trustee
of another "eligible retirement plan" (as defined in Section 402(c)(8)(B) of the
Code) in the form of a direct transfer under Section 401(a)(31) of the Code.

         3. For purposes of this Article XVII, the term "eligible rollover
distribution" means:

           A. part or all of the amount (other than nondeductible employee
         contributions) received by such Employee or distributed directly to
         this Plan on such Employee's behalf from an employee plan and trust
         described in Code Section 401(a) which is exempt from tax under Code
         Section 501(a) and which is sponsored by the seller of WPRI-TV.

           In all events, such amount shall constitute an "eligible rollover
         distribution" only if such amount qualifies as such under Code Section
         402(c) and the regulations and other guidance thereunder and is a
         distribution of all or any portion of the balance to the credit of the
         Employee from the distributing plan other than any distribution: (1)
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the distributee or for a specified period of ten years or more; (2)
         to the extent such distribution is required under Code Section
         401(a)(9); (3) to the extent such distribution is not


                                       86
<PAGE>


includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); or (4) that is
made to a non-spouse beneficiary.

         B. Once accepted by the Trust, an amount rolled over pursuant to this
Article XVII shall be credited to the participant's accounts, and invested in
the funds in accordance with the participant's directions for such amounts.
Thereafter, such rolled over amounts shall be administered and invested in
accordance with Article IV and subject to the distribution provisions set forth
in Article VI. For purposes of Article VI, rolled over amounts shall be subject
to the same provisions as a participant's after-tax subaccount; provided,
however, that such amounts shall not be available for withdrawal under Paragraph
B.1 of Article VI. The limitations of Article IV, Section (iii) and Article XII
shall not apply to rollover contributions. All rollover contributions shall be
made in cash and shall be fully vested. No Employer's matching contributions
shall be made with respect to rollover contributions.


                                       87
<PAGE>


XVIII.   Direct Rollover of Amounts from Plans in Which Employees
         of TNN/CMT Cable Networks Participated.
         --------------------------------------------------------

         1. Any Employee who:

            (i) was an employee of the seller of TNN/CMT Cable Networks prior to
         the date the assets related to that network were acquired by CBS (the
         "Gaylord Acquisition Date");

            (ii) became an Employee of CBS on the Gaylord Acquisition Date; and

            (iii) receives an "eligible rollover distribution" from any
         qualified plan sponsored by the seller in connection with such sale no
         later than December 31, 1999.

shall be eligible to make a direct rollover contribution of such "eligible
rollover distribution" to the Investment Fund. The Trustee shall credit the
amount of any direct rollover contribution to the participant's Rollover
Account, in accordance with the participant's designation, as of the date the
direct rollover contribution is made.

         2. The term direct rollover contribution means the contribution of an
"eligible rollover distribution" to the Trustee by the Employee or the trustee
of another "eligible retirement plan" (as defined in Section 402(c)(8)(B) of the
Code) in the form of a direct transfer under Section 401(a)(31) of the Code.

         3. For purposes of this Article XVIII, the term "eligible rollover
distribution" means:

           A. part or all of the amount (other than nondeductible employee
         contributions) received by such Employee or distributed directly to
         this Plan on such Employee's behalf from an employee plan and trust
         described in Code Section 401(a) which is exempt from tax under Code
         Section 501(a) and which is sponsored by the seller of the TNN/CMT
         Cable Networks. An eligible rollover distribution which is a direct
         rollover contribution shall include, pursuant to procedures established
         by the Administrator, promissory notes reflecting a loan issued by the
         seller's plan described in the preceding sentence; provided, however,
         that an election to directly roll over such notes to the EIF shall be
         effective only if made by a date to be specified by the Administrator
         and communicated to eligible Employees at least two weeks prior to such
         date.

                                       88
<PAGE>


           In all events, such amount shall constitute an "eligible rollover
         distribution" only if such amount qualifies as such under Code Section
         402(c) and the regulations and other guidance thereunder and is a
         distribution of all or any portion of the balance to the credit of the
         Employee from the distributing plan other than any distribution: (1)
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the distributee or for a specified period of ten years or more; (2)
         to the extent such distribution is required under Code Section
         401(a)(9); (3) to the extent such distribution is not includible in
         gross income (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer securities); or (4)
         that is made to a non-spouse beneficiary.

           If all or any portion of a direct rollover contribution is received
         in the form of a promissory note described in the first paragraph of
         this subsection A, the participant making such a direct rollover
         contribution shall execute a new payroll withholding agreement and, to
         the extent required to permit the continued enforcement and
         administration of such note and loan, a new loan agreement that is
         consistent with the provisions of Article VII of this Plan and the
         Plan's procedures regarding loans, including the repayment period for
         the remaining loan balance. The interest rate applicable to the new
         loan agreement shall be the interest rate in effect for the loan
         immediately prior to rollover.

           B. Once accepted by the Trust, an amount rolled over pursuant to this
         Article XVIII shall be credited to the participant's accounts, and
         invested in the funds in accordance with the participant's directions
         for such amounts. Thereafter, such rolled over amounts shall be
         administered and invested in accordance with Article IV and subject to
         the distribution provisions set forth in Article VI. For purposes of
         Article VI, except as otherwise provided in Paragraph G of Article VI,
         rolled over amounts shall be subject to the same provisions as a
         participant's before-tax subaccount. The limitations of Article IV,
         Section (iii) and Article XII shall not apply to rollover
         contributions. All rollover contributions (other than those made in the
         form of a promissory note as described above) shall be made in cash and
         shall be fully vested. No Employer's matching contributions shall be
         made with respect to rollover contributions.


                                       89
<PAGE>

XIX.     Account Transfers.
         ------------------

           A. 1998 Transfer of Accounts from the Westinghouse Savings Program to
              the Investment Fund.
              ------------------------------------------------------------------

              1. All individuals who, as of December 31, 1997, were employees of
the Corporation (i) primarily providing services to a subsidiary or division of
the Corporation that was part of Westinghouse Electric Corporation prior to
November 24, 1995 and engaged in the business of radio and/or television
broadcasting, cable operations, satellite operations, or related businesses, or
(ii) providing management services in a position that had been moved or
identified as being moved from Pittsburgh to New York City, and who were
eligible to participate in the Westinghouse Savings Program, shall be eligible
to participate in the Investment Fund with respect to compensation earned after
December 31, 1997. Amounts credited to the accounts of such Participants in the
Westinghouse Savings Program who are participants under the Investment Fund
shall be transferred to the Investment Fund effective January 2, 1998
("Transferred Amount(s)").

              2. Transferred Amounts shall be subject to the following
procedures:

                 (i) Allocation and Accounting for Transferred Amounts: The
portion of a participant's Transferred Amount representing before-tax
contributions shall be allocated to his before-tax subaccount; the portion
representing after-tax contributions shall be allocated to his after-tax
subaccount; the portion representing rollover contributions shall be allocated
to his rollover contributions account; and the remaining portion shall be
allocated to the participant's Employer matching contribution subaccount. To the
extent a participant described in this Section XV.A has an election in place for
contributions in excess of 15% of the Employee's salary, contributions will be
reduced to 15% of the Employee's salary, first through a reduction to after-tax
contributions, then through a reduction to before-tax contributions.

                 (ii) Investment of Transferred Amounts: Transferred Amounts
shall be invested in available Funds as directed by the participant in
accordance with the investment provisions of Article III and IV. In the event
the participant fails to issue an investment direction, the Transferred Amounts
shall be invested in the Stable Value Fund.

                 (iii) Vesting in Transferred Amounts: A participant's vested
interest in his Transferred Amount shall be determined in accordance with the
rules of


                                       90
<PAGE>

subparagraph 72 of Paragraph A of Article IX hereof, provided that all
prior service credit taken into account under the Westinghouse Savings Program
shall be treated as service with CBS, and further provided that a participant's
vested interest in the Transferred Amounts under the Investment Fund shall be no
less than his vested interest under the Westinghouse Savings Program determined
as of the date such amounts are transferred to this Investment Fund.

                 (iv) Distribution and Withdrawals of Transferred Amounts: The
requirements of Article VI shall govern the withdrawal and distribution of
Transferred Amounts in the same manner as if such amounts were originally
contributed to this Investment Fund. In addition, (a) to the extent that a
distribution or withdrawal (other than on account of hardship) consists of
amounts in the Company Stock Fund, the participant may, with respect to
Transferred Amounts in such Company Stock Fund, elect to receive such amounts in
cash or Viacom Inc. Stock, (b) a participant may withdraw at any time the
Transferred Amounts credited to his rollover contributions subaccount, (c) a
participant who is 100% vested in his Employer matching contributions subaccount
may elect at any time to withdraw Transferred Amounts credited to such
subaccount, and (d) a retired participant (a participant who has retired under
an Employer pension plan or who suffers a disability) may elect to have his
accounts distributed in cash, in automatic monthly or annual installments,
specified by the participant at retirement, without regard to the limitation in
Article VI.E.1(a) that the period over which such payments may be made may not
exceed 20 years. A retired participant who elects to receive monthly or annual
installments may cancel or change such election at any time. A retired
participant may elect a total or partial distribution of his accounts.

                 (v) Loans: A participant's Transferred Amount may include,
pursuant to procedures established by the Administrative Managers, as many as
two loans, without regard to whether one of the loans is for a primary
residence. Such loans may be reamortized to reflect different payroll periods.

         B. 2000 Transfer of Accounts from the Westinghouse Savings Program to
            the Investment Fund
           -------------------------------------------------------------------

            1. Any employee of the Corporation who was a participant in the
Westinghouse Savings Program at the end of the day on December 31, 1999 and is
an active employee of the Corporation on January 1, 2000 shall be eligible to
participate in the Investment Fund, effective January 1, 2000, with respect to
compensation earned after December 31, 1999. Effective January 1, 2000, the
Corporation shall be treated as an Employer under the Investment Fund with
respect to such individuals ("Transferred


                                       91
<PAGE>

 Individuals").

            2. All contributions made to the Investment Fund after December 31,
1999 shall be invested in accordance with a Transferred Individual's investment
direction as in effect under the Westinghouse Savings Program on December 8,
1999, until the Transferred Individual makes a different election with respect
to such contributions in accordance with Article IV.

            3. Amounts credited to accounts of participants in the Westinghouse
Savings Program who, as of December 31, 1999, are active employees of the
Corporation or an Employer and who (i) provided management services in a
position that after December 31, 1997 and before January 1, 2000 had been moved
from Pittsburgh to New York City, and whose accounts under the Westinghouse
Savings Program have not previously been spun-off and merged into the Investment
Fund, or (ii) provide services in Pittsburgh and have not been designated as
eligible for permanent job separation benefits under the Westinghouse Pension
Plan as of December 31, 1999, shall be transferred to the Investment Fund
effective January 6, 2000 ("Transferred Amount(s)").

            4. Transferred Amounts shall be subject to the following procedures:

               (i) Allocation and Accounting for Transferred Amounts: The
portion of a participant's Transferred Amount representing before-tax
contributions shall be allocated to his before-tax subaccount; the portion
representing after-tax contributions shall be allocated to his after-tax
subaccount; the portion representing rollover contributions shall be allocated
to his rollover contributions account; and the remaining portion shall be
allocated to the participant's Employer matching contribution subaccount. To the
extent a participant described in this Section XX.B has an election in place for
contributions in excess of 15% of the Employee's salary, contributions will be
reduced to 15% of the Employee's salary, first through a reduction to after-tax
contributions, then through a reduction to before-tax contributions.

               (ii) Investment of Transferred Amounts: Transferred Amounts shall
be invested in available Funds as follows:


        Investment under Westinghouse
                Savings Program                      Fund
                ---------------                      ----

      Fixed Income Fund                          Stable Value Fund

                                       92
<PAGE>

BT LifeCycle Short Range Fund                    Short Term Life Cycle Fund
BT LifeCycle Mid-Range Fund                      Medium Term Life Cycle Fund
JPM Institutional Diversified Fund               Medium Term Life Cycle Fund
BT LifeCycle Long Range Fund                     Long Term Life Cycle Fund
BT Equity 500 Index Fund                         S&P 500 Index Fund
Fidelity Growth & Income Portfolio               S&P 500 Index Fund
Janus Fund                                       S&P 500 Index Fund
American Century Ultra Fund                      Small Cap U.S. Equity Fund
JPM International Equity Fund                    International Equity Index Fund
CBS Stock Fund                                   Company Stock Fund (CBS)
Infinity Stock Fund                              Infinity Stock Fund

               (iii) Vesting in Transferred Amounts: A participant's vested
interest in his Transferred Amount shall be determined in accordance with the
rules of subparagraph 72 of Paragraph A of Article IX hereof, provided that all
prior service credit taken into account under the Westinghouse Savings Program
shall be treated as service with CBS, and further provided that a participant's
vested interest in the Transferred Amounts under the Investment Fund shall be no
less than his vested interest under the Westinghouse Savings Program determined
as of the date such amounts are transferred to this Investment Fund.

               (iv) Distribution and Withdrawals of Transferred Amounts: The
requirements of Article VI shall govern the withdrawal and distribution of
Transferred Amounts in the same manner as if such amounts were originally
contributed to this Investment Fund. In addition, (a) to the extent that a
distribution or withdrawal (other than account of hardship) consists of amounts
in the Company Stock Fund, the participant may, with respect to Transferred
Amounts in such Company Stock Fund, elect to receive such amounts in cash or
Viacom Inc. Stock, (b) a participant may withdraw at any time the Transferred
Amounts credited to his rollover contributions subaccount, (c) a participant who
is 100% vested in his Employer matching contributions subaccount may elect at
any time to withdraw Transferred Amounts credited to such subaccount, and (d) a
retired participant (a participant who has retired under an Employer pension
plan or who suffers a disability) may elect to have his accounts distributed in
cash, in automatic monthly or annual installments, specified by the participant
at retirement, without regard to the limitation in Article VI.E.1(a) that the
period over which such payments may be made may not exceed 20 years. A retired
participant who elects to receive monthly or annual installments may cancel or
change such election at any time. A retired participant may elect a total or
partial distribution of his accounts.

                                       93
<PAGE>

               (v) Loans: A participant's Transferred Amount may include,
pursuant to procedures established by the Administrative Managers, as many as
two loans, without regard to whether one of the loans is for a primary
residence. Such loans may be reamortized to reflect different payroll periods.


                                       94
<PAGE>



                                   APPENDIX A
                                   ----------

1.    Salary for Employees Not on Basic Payroll (Not Including Employees of the
      Corporation Primarily Providing Services to a Subsidiary or Division of
      the Corporation that was Part of Westinghouse Electric Corporation Prior
      to November 24, 1995 and Engaged in the Business of Radio and/or
      Television Broadcasting, Cable Operations, Satellite Operations, or
      Related Businesses)

      This appendix sets forth the definition of "salary" in the case of certain
categories of Employees whose regular compensation is not payable entirely on a
weekly or biweekly or semimonthly salary basis.

      Salespeople on commission. The salary of a salesperson shall be equal to
the sum of:

      (a)    100% of the first $40,000 (or such other amount as the Board of
             Directors may determine by resolution) of base salary and
             commissions earned during the previous calendar year, plus

      (b)    50% of base salary and commissions exceeding $40,000 (or such other
             amount as the Board of Directors may determine by resolution)
             during the previous calendar year.

      In no event will the salary for a salesperson be less than the
salesperson's base salary.

      Talent employees. The salary of a "talent employee" shall be equal to the
sum of:

      (a)    100% of the talent employee's actual compensation (excluding
             bonuses, overtime, deferred compensation and additional
             compensation of any kind) up to $100,000, plus

      (b)    50% of the talent employee's actual compensation (excluding
             bonuses, overtime, deferred compensation and additional
             compensation of any kind) in excess of $100,000.

         In no event shall compensation in excess of $550,000 be considered in
determining a talent employee's salary. Further, in no event shall a talent
employee's salary in any year be less than the lesser of (1) such talent
employee's salary in the prior year, or (2) such talent employee's actual
compensation for the current year.


                                       95
<PAGE>

2.    Salary for Employees Not on Basic Payroll Who are Employees of the
      Corporation Primarily Providing Services to a Subsidiary or Division of
      the Corporation that was Part of Westinghouse Electric Corporation Prior
      to November 24, 1995 and Engaged in the Business of Radio and/or
      Television Broadcasting, Cable Operations, Satellite Operations, or
      Related Businesses)

      This appendix sets forth the definition of "salary" in the case of certain
categories of Employees whose regular compensation is not payable entirely on a
weekly or biweekly or semimonthly salary basis.

      Salespeople on commission. The salary of a salesperson shall be equal to:

      (a)    for individuals employed during the period December 1, 1995 through
             November 30, 1996, 100% of base salary and commissions earned
             during the 12-month period of December 1, 1995 through November 30,
             1996; or

      (b)    for individuals not employed during the period December 1, 1995
             through November 30, 1996, 100% of base salary and commissions
             projected to be earned during the current year.

      In no event will the salary of a salesperson be less than the
salesperson's base salary.



                                       96