excess_401k.htm


    Exhibit
4.3

     

    VIACOM

    EXCESS
401(k) PLAN

     

    EFFECTIVE
JANUARY 1, 2006

    As
Amended and Restated January 1, 2009

     

     

    Section
1.              
Establishment
and Purpose of the Plan.

     

    1.1          
Establishment.

     

    (a)          
Effective April 1, 1984, Viacom Inc. established and maintained an unfunded plan
of voluntarily deferred compensation.  The plan was known as the
Viacom Excess 401(k) Plan.  The discussion below refers to Viacom Inc.
prior to 2006 as “Old Viacom” and to the Viacom Excess 401(k) Plan prior to 2006
as the “Old Viacom Excess 401(k) Plan.”

     

    (b)           On
December 31, 2005, Old Viacom was restructured and separated into two publicly
traded companies – Old Viacom, which was renamed CBS Corporation, and a new
company outside the controlled group of Old Viacom, which was named Viacom Inc.
(EIN 20-3515052).  New Viacom Inc. consists principally of the
following businesses:  MTV Networks, BET, Paramount Pictures,
Paramount Home Entertainment, and Famous Music.  This new plan – the
new Viacom Excess 401(k) Plan – was created, effective January 1, 2006 to
benefit the employees of the new Viacom Inc. (the “Company” or “Viacom Inc.”)
and its participating subsidiaries.  Old Viacom approved the spinoff
of benefit liabilities associated with (1) participants in the Old Viacom Excess
401(k) Plan who were employees of Old Viacom and its subsidiaries on December
31, 2005 and were employees of a business which is part of the new Viacom Inc.
controlled group on January 1, 2006, and (2) participants in the Old Viacom
Excess 401(k) Plan who terminated employment with Old Viacom and its
subsidiaries prior to December 31, 2005 and whose last employment with Old
Viacom and its subsidiaries prior to January 1, 2006 was with a business which
is part of the new Viacom Inc. controlled group on January 1, 2006 (including
last employment with the Paramount Pictures corporate office, but not with the
Old Viacom corporate office).  The new Viacom Inc. adopted this new
Plan, which was first effective on January 1, 2006.  The amount of any
spun-off liabilities was determined under the terms of the Old Viacom Excess
401(k) Plan as in effect on December 31, 2005.

     

    (c)           This
amendment and restatement of the Plan is effective January 1,
2009.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    1.2          Purpose.  The
purpose of this Plan is to provide benefits to employees who are participants in
the Viacom 401(k) Plan and whose annual base salary and commissions exceed
annual Internal Revenue Code compensation limits.  Under the Plan, an
Eligible Employee may, in certain circumstances, elect to defer receipt of a
portion of his Compensation.  The Plan also provides that the Company
will, in certain instances, credit the Ongoing Account of a Participant with an
Employer Match.  This Plan is intended to comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) and the rules,
regulations and guidance thereunder (“Section 409A”), other than with respect to
amounts in the Grandfathered Accounts.  Notwithstanding any provision
to the contrary, the Plan shall be interpreted, operated and administered in a
manner consistent with these intentions.  The Plan has been
administered in good faith compliance with Section 409A through December 31,
2008.

     

    1.3          Reporting
Employees.  Any Eligible Employee who is identified by the
Company on or after August 28, 2002 as a Reporting Employee shall no longer be
eligible to participate in this Plan, and shall instead be eligible to
participate in the Viacom Excess 401(k) Plan for Designated Senior
Executives.  Any deferrals made under the Plan by any Reporting
Employee prior to the date he becomes a Reporting Employee will be transferred
to the Viacom Excess 401(k) Plan for Designated Senior Executives as of the date
he becomes a Reporting Employee.

     

    Section
2.              
Definitions.

     

    The following words and
phrases as used in this Plan have the following meanings:

     

    2.1           Account.  The
term "Account" shall mean a Participant's individual account, as described in
Section 5 of the Plan.  For Participants who have a positive Account
as of December 31, 2005, their Account shall equal the sum of their
Grandfathered Account and their Ongoing Account.

     

    2.2           Board
of Directors.  The term "Board of Directors" means the Board of
Directors of the Company.

     

    2.3           Bonus.  The
term "Bonus" (i) means any cash bonus paid under the Viacom Inc. Short-Term
Incentive Plan and any other comparable annual cash bonus plan sponsored by any
Employer and (ii) for MTV Networks employees, any Commission Overage paid on and
after January 1, 2009.

     

    2.4           Committee.  The
term "Committee" means the Retirement Committee appointed by the Board of
Directors.  The Committee may act on its own behalf or through the
actions of its duly authorized delegate.

     

    2.5           Company.  The
term "Company" means Viacom Inc. (EIN 20-3515052).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2.6           Compensation.  The
term "Compensation" means an Eligible Employee's annual compensation as defined
in the Viacom 401(k) Plan, except that the limitations imposed by Section
401(a)(17) of the Code and Bonuses shall not be taken into
account.

     

    2.7           Disability.  For
purposes of a Grandfathered Account, for disabilities that occur before January
1, 2005, a Participant shall be deemed to have incurred a “Disability” or to be
“Disabled” if the Participant was Disabled under the terms of the Old Viacom
Excess 401(k) Plan as of December 31, 2004.  For purposes of an
Ongoing Account and for a Grandfathered Account for Disabilities occurring after
December 31, 2004, a Participant shall be deemed to have incurred a "Disability"
or to be "Disabled" if the Participant:

     

    (a)           
 is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months; or

     

    
               
(b)           
 is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
participant's employer.

     

    (c)           Relationship
to Termination.  The date a Participant meets the definition of
Disability shall be treated as the date he Separates from Service for purposes
of Section 6 of the Plan.

     

    2.8           Eligible
Employee.  The
term "Eligible Employee" means an employee of an Employer

     

    (a)           for
whom the sum of:

     

    (1)           the
rate of annual base salary for a particular year: plus

     

    (2)           actual
commissions received for the prior year (not including any commissions and
Commission Overages paid on and after January 1, 2008 to MTV Networks
employee);

     

    equals or
is greater than the annual compensation limit in effect under Code Section
401(a)(17) (as adjusted from time to time by the Committee), and

     

    (b)   who is designated by the
Committee as an employee who is eligible to participate in the
Plan.

     

    If an employee becomes an
Eligible Employee in any Plan Year, such employee shall remain an Eligible
Employee for all future Plan Years; provided, however, that the Committee may
terminate such employee's eligibility for the Plan if his annual base salary as
of January 1 of any Plan Year is less than the amount in clause (a) above in
effect for the Plan Year in which such employee initially became an Eligible
Employee.  In no event shall any Reporting Employee be considered an
Eligible Employee under the


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Plan.  All
Employees who were Eligible Employees under the old Viacom Excess 401(k) Plan
immediately prior to January 1, 2006 will remain Eligible Employees of this
Plan, subject to this Section 2.8.

     

    2.9           Employer.  The
term "Employer" means the Company and any affiliate or subsidiary that adopts
the Plan on behalf of its Eligible Employees.

     

    2.10         Employer
Match.  The term "Employer Match" means the amounts credited to
a Participant's Account with respect to a Participant's Excess Salary Reduction
Contributions, calculated using the rate of matching contributions under the
Viacom 401(k) Plan in effect at the time such Plan contributions are
made.

     

    2.11         Excess
Salary Reduction Contributions.  The term "Excess Salary
Reduction Contributions" means the portion of a Participant's Compensation,
excluding any Bonus, earned during a Plan Year (after such Participant has
reached any Limitation) that he elects to defer under the terms of this
Plan.

     

    2.12         Grandfathered
Account.  “Grandfathered Account” means the portion of a
Participant’s vested Account as of December 31, 2004 under the Old Viacom Excess
401(k) Plan, adjusted for earnings (or losses) thereon.  The Company
will keep appropriate records of the Grandfathered Account.

     

    2.13         Grandfathered
Account Payment Option.  “Grandfathered Account Payment Option”
means the payment option that applies to a Participant’s Grandfathered Account
in this Plan (see Section 5.2) and to his Grandfathered Account in the Viacom
Bonus Deferral Plan.  A Participant’s Grandfathered Account Payment
Option will be his “Joint Payment Option” in effect for the Old Viacom Excess
401(k) Plan unless and until he changes his Grandfathered Account Payment Option
pursuant to Section 5.2(d)(1).

     

    2.14         Investment
Options.  The term "Investment Options" means the investment
funds available to participants in the Viacom 401(k) Plan, excluding the
Self-Directed Brokerage Account.

     

    2.15         Limitation.  The
term "Limitation" means the limitation on contributions to defined contribution
plans under Code Section 415(c), on compensation taken into account under Code
Section 401(a)(17), or on elective deferrals under Section 401(k)(3) and Section
402(g) of the Code.

     

    2.16         Old
Viacom.  “Old Viacom” shall mean Viacom Inc., EIN 04-2949533,
and its successors.  Effective January 1, 2006, this entity was
renamed CBS Corporation.

     

    2.17         Old
Viacom Excess 401(k) Plan.  “Old Viacom Excess 401(k) Plan”
shall mean the Viacom Excess 401(k) Plan, as sponsored by Old
Viacom.  Effective January 1, 2006, this plan was renamed the CBS
Excess 401(k) Plan.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    2.18         Old
Viacom Excess 401(k) Plan for Designated Senior
Executives.  “Old Viacom Excess 401(k) Plan for Designated
Senior Executives” shall mean the Viacom Excess 401(k) Plan for Designated
Senior Executives, as sponsored by Old Viacom.  Effective January 1,
2006, this plan was renamed the CBS Excess 401(k) Plan for Designated Senior
Executives.

     

    2.19         Ongoing
Account.  “Ongoing Account” means the portion of a
Participant’s Account other than his Grandfathered Account.

     

    2.20         Ongoing
Account Payment Option.  “Ongoing Account Payment Option” means
the payment option that applies to a Participant’s Ongoing Account in this Plan
(see Section 5.2) and to his Ongoing Account in the Viacom Bonus Deferral
Plan.  A Participant’s Ongoing Account Payment Option in effect for
the Old Viacom Excess 401(k) Plan, if any, shall continue in effect under this
Plan and shall be irrevocable.

     

    2.21         Participant.  The
term "Participant" means Eligible Employee who has an Account in the
Plan.

     

    2.22         Plan
and Plan Year.  The term "Plan" means the Viacom Excess 401(k)
Plan as set forth herein, as amended from time to time.  The term
“Plan Year” means the twelve-month period that begins on each January
1.

     

    2.23         Reporting
Employee.  “Reporting Employee” means an Eligible Employee who
is identified by the Company as a reporting person for purposes of Section 16 of
the Securities Exchange Act of 1934 or any employee of an Employer who is
eligible to participate in the Plan and whose securities may be attributable to
a Reporting Employee for purposes of Section 16 of the Securities Exchange Act
of 1934.

     

    2.24         Separation
from Service.  "Separation from Service" and "Separates from
Service" means an Eligible Employee's termination of employment due to death,
retirement or other termination of employment as provided for under Section
409A.

     

    2.25         Viacom
401(k) Plan.  “Viacom 401(k) Plan” means, effective January 1,
2006, the Viacom 401(k) Plan sponsored by the Company.

     

    Section
3.               Participation.

     

    3.1           Designation
of Eligible Employees.  All employees who were Eligible
Employees under the Old Viacom Excess 401(k) Plan immediately prior to January
1, 2006 will remain Eligible Employees, subject to Section
2.8.  Beginning January 1, 2006, each month the Committee will
designate in its sole discretion those additional employees who satisfy the
terms of Section 2.8 as eligible to participate in the Plan.

     

    3.2           Election
to Participate.  An Eligible Employee must elect to participate
in the Plan.  The Committee shall establish rules and procedures, in
compliance with Section 409A, pursuant to which an election to make Excess
Salary Reduction


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Contributions
will be effective.  For the election to be effective during the Plan
Year in which an individual first becomes an Eligible Employee, the election
must be made not later than 30 days after the date he first becomes an Eligible
Employee, provided the election is permissible under Section
409A.  For the election to be effective during any subsequent Plan
Year, the election must be made not later than December 31 of the immediately
preceding Plan Year.  The election will be effective on a prospective
basis beginning with the first eligible payroll period, or as soon as
administratively practicable thereafter following receipt of the election by the
Committee, and will remain in effect unless it is amended in accordance with
Section 3.3.

     

    3.3           Amendment
of Election.  Participants may amend their existing Excess
Salary Reduction Contribution election under this Plan by filing a new election
in accordance with the prescribed administrative guidelines, not later than
December 31 of the preceding Plan Year.  Such change will be effective
on a prospective basis beginning with the first payroll period of the Plan Year
following receipt of the new election by the Committee, or as soon as
administratively practicable thereafter following receipt of the new election by
the Committee.

     

    3.4           Amount
of Elections.  Each election filed by an Eligible Employee must
specify the amount of Excess Salary Reduction Contributions in a whole
percentage between 1% and 15% of the Participant’s Compensation, excluding any
Bonus.

     

    Section
4.               Employer
Match.

     

    An Employer Match will be
credited approximately every two weeks to a Participant's Ongoing Account with
respect to the eligible portion of Excess Salary Reduction Contributions of such
Participant.  The eligible portion of a Participant's Excess Salary
Reduction Contributions shall be limited to 5% of Compensation contributed each
pay period.  In general, the portion of a Participant's Excess Salary
Reduction Contributions eligible for a match shall be based on Compensation up
to an annual maximum amount of $750,000.  However, special limits on
annual Compensation are set out in Appendix A.

     

    Section
5.               Individual
Account.

     

    5.1           Creation
of Accounts.  The Company will maintain an Ongoing Account in
the name of each Participant.  Each Participant's Ongoing Account will
be credited with the amount of the Participant's (a) Excess Salary Reduction
Contributions, and (b) Employer Match, if any, made in all Plan
Years.  The Company will also maintain a Grandfathered Account for
Participants who had a vested Account Balance as of December 31, 2004 under the
Old Viacom Excess 401(k) Plan.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    5.2           Election of Payment
Options.

     

    (a)           Any
Grandfathered Account Payment Option shall continue to apply to a Participant’s
Grandfathered Account until changed by the Participant in accordance with this
Section 5.

     

    (b)           Any
Eligible Employee who does not have an Ongoing Account Payment Option in effect
under this Plan or under the Viacom Bonus Deferral Plan shall elect an Ongoing
Account Payment Option no later than 30 days after the date he first becomes an
Eligible Employee and by the deadline in Section 3.2.

     

    (c)           (1)           A
Participant may elect to receive his Ongoing Account under either of the
following Payment Options:  (i) a single lump sum; or (ii) annual
payments over a period of two, three, four or five years beginning, in either
case, the later of (I) January 31 of the calendar year immediately following the
end of the Plan Year in which the Participant Separates from Service or (II)
during the month following the month that contains the six-month anniversary of
the Employee’s Separation from Service.  A Participant may also elect
to receive his Ongoing Account in a single lump sum on January 31 of the 2nd,
3rd, 4th or 5th calendar year following the year in which the Participant
Separates from Service.  If a Participant elects to receive annual
payments over a period of two or more years, such annual payments shall be made
in substantially equal annual payments, unless the Participant designates, at
the time of making his Ongoing Account Payment Option election, a specific
percentage of his Ongoing Account to be distributed in each year.  All
specified percentages must be a whole multiple of 10% and the total of all
designated percentages must be equal to 100%.  If no Ongoing Account
Payment Option election is made in accordance with the terms of the Plan or
under the Viacom Bonus Deferral Plan, a Participant shall be deemed to have
elected to receive his Ongoing Account in a single lump sum to be paid the later
of (i) January 31 of the calendar year immediately following the end of the Plan
Year in which the Participant Separates from Service or (ii) during the month
following the month that contains the six-month anniversary of the Employee’s
Separation from Service.

     

    (2)           A
Participant may elect to receive his Grandfathered Account under either of the
following Payment Options:  (i) a single lump sum; or (ii) annual
payments over a period of two, three, four or five years beginning, in either
case, on or about January 31 of the calendar year immediately following the end
of the Plan Year in which the Participant terminates employment.  A
Participant may also elect to receive his Grandfathered Account in a single lump
sum on or about January 31 of the 2nd, 3rd, 4th or 5th calendar year following
the year in which the Participant terminates employment.  If a
Participant elects to receive annual payments over a period of two or more
years, such annual payments shall be made in substantially equal annual
payments, unless the Participant designates, at the time of making his
Grandfathered Account Payment Option election, a specific percentage of his
Grandfathered Account to be distributed in each year.  All specified
percentages must be a whole multiple of 10% and the total of all designated
percentages must be equal to 100%.  If no Grandfathered Account
Payment


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Option
election is made in accordance with the terms of the Plan or under the Viacom
Bonus Deferral Plan, a Participant shall be deemed to have elected to receive
his Grandfathered Account in a single lump sum on or about January 31 of the
calendar year immediately following the end of the Plan Year in which the
Participant terminates employment.

     

    Example
1:  If a Participant (i) elects (or is deemed to elect) a
Grandfathered Account or Ongoing Account Payment Option that provides for a lump
sum payment in the year following the Plan Year in which he Separates from
Service and (ii) Separates from Service in February 2009, such lump sum shall be
paid on January 31, 2010.  A Participant alternatively could designate
January 31 of 2011, 2012, 2013 or 2014 in which to receive his lump
sum.

     

    Example
2:  If a Participant (i) elects a Grandfathered Account or Ongoing
Account Payment Option that provides for annual payments over a period of four
years and (ii) Separates from Service in February 2009, the first installment
from his Grandfathered Account and his Ongoing Account will be paid on or about
January 31, 2010 and the subsequent payments will be made on January 31 of 2011
through 2013.  Each payment on January 31 of 2010 through 2013 will be
comprised of approximately 25% of the Participant's Grandfathered or Ongoing
Account as of December 31 of the calendar year in which the Participant
Separates from Service.  A Participant alternatively could designate
10% of his Grandfathered or Ongoing Account to be distributed in January 2010,
20% in January 2011, 30% in January 2012 and 40% in January 2013; or, any other
combination of percentages that totals 100%.

     

    Example
3:  If a Participant (i) elects (or is deemed to elect) a
Grandfathered Account or Ongoing Account Payment Option that provides for a lump
sum payment in the year following the Plan Year in which the Participant
Separates from Service and (ii) Separates from Service in October 2009, his
Grandfathered Account lump sum shall be paid on or about January 31, 2010 and
his Ongoing Account lump sum shall be paid in May 2010 (during the month
following the month that contains the six-month anniversary of the Participant’s
Separation from Service).

     

    Example
4:  If a Participant (i) elects a Grandfathered Account or Ongoing
Account Payment Option that provides for annual payments over a period of four
years and (ii) Separates from Service in August 2009, the first installment from
his Grandfathered Account will be paid on or about January 31, 2010 and the
subsequent payments will be made on or about January 31 of 2011 through
2013.  Each payment on January 31 of 2009 through 2013 will be
comprised of approximately 25% of the Participant's Grandfathered Account as of
December 31 of the calendar year in which the Participant Separates from
Service.  The first installment from his Ongoing Account will be paid
in March 2010 (during the month following the month that contains the six-month
anniversary of the Participant’s Separation from Service) and each subsequent
payment made in January of 2011 through 2013 will be comprised of approximately
25% of the Participant's Ongoing Account as of the Participant's Separation from
Service date.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (d)           Changes.

     

    (1)           Grandfathered
Account.  With respect to a Grandfathered Account, a
Participant may change his Grandfathered Account Payment Option no more than
three times over the course of his employment with the Company or any
affiliate.  A Participant may change an existing Grandfathered Account
Payment Option only one time in any calendar year.  Any change of a
Participant's existing Grandfathered Account Payment Option election made less
than six months prior to the Participant's termination of employment for any
reason shall be null and void and the Participant's last valid Grandfathered
Account Payment Option shall remain in effect.

     

    5.3           Investments.

     

    (a)           All
Excess Salary Reduction Contributions will be credited through December 31 of
the calendar year in which the Participant Separates from Service with an amount
equal to such amount which would have been earned had such contributions been
invested in the same Investment Options and in the same proportion as the
Participant may elect, from time to time, to have his Salary Reduction
Contributions invested under the Viacom 401(k) Plan; or if no such election has
been made, in the Plan fund designated by the Committee.  All Matching
Employer Contributions will be credited through December 31 of the calendar year
in which the Participant Separates from Service with an amount equal to such
amount that would have been earned had such contributions been invested in the
Viacom Company Stock Fund in the Viacom 401(k) Plan unless the Participant has
transferred any portion of that account to another Investment
Option.

     

    (b)           If
a Participant elects (or is deemed to elect) a single lump sum Grandfathered
Account or Ongoing Account Payment Option payable in the first calendar year
following the calendar year in which the Participant Separates from Service and
such payment is made on January 31 of the calendar year immediately following
the end of the Plan Year in which the Participant Separates from Service, no
additional adjustments will be made to the Participant's Grandfathered Account
or Ongoing Account after December 31 of the calendar year in which the
Participant Separates from Service.  If, however, payment of the
Participant’s Ongoing Account cannot be made until at least the six-month
anniversary of the Employee’s Separation from Service, the Participant’s Ongoing
Account shall be credited with earnings based on the rate of return in the
Plan’s stable value fund as designated by the Committee beginning January 1 of
the calendar year following the year in which the Participant Separates from
Service and continuing through the end of the month of such six-month
anniversary.  If a Participant elects a single lump sum Grandfathered
Account or Ongoing Account Payment Option payable in the second, third, fourth
or fifth calendar year following the calendar year in which the Participant
Separates from Service, the Participant's Grandfathered Account or Ongoing
Account shall be credited with earnings based on the rate of return in the
Plan’s stable value fund as designated by the Committee beginning January 1 of
the calendar year following the year in which the Participant Separates from
Service and continuing


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    through
December 31 of the calendar year immediately preceding the calendar year in
which the single lump sum is paid.

     

    (c)           If
a Participant elects annual payments, no additional adjustments will be made to
any amount payable in the first calendar year following the year in which the
Participant Separates from Service.  If, however, payment of the first
installment of a Participant’s Ongoing Account cannot be made until at least the
six-month anniversary of the Employee’s Separation from Service, the
Participant’s Ongoing Account shall be credited with earnings based on the rate
of return in the Plan’s stable value fund as designated by the Committee
beginning January 1 of the calendar year following the year in which the
Participant Separates from Service and continuing through the end of the month
of such six-month anniversary.  For any annual payments made in the
second, third, fourth or fifth year following the calendar year in which the
Participant Separates from Service, the Participant's Grandfathered or Ongoing
Account shall be credited with earnings based on the rate of return in the
Plan’s stable value fund as designated by the Committee beginning January 1 of
the calendar year following the year in which the Participant Separates from
Service  and continuing through December 31 of the calendar year
immediately preceding the calendar year in which each payment is
made.

     

    (d)           No
provision of this Plan shall require the Company or the Employer to actually
invest any amounts in any fund or in any other investment
vehicle.

     

           
5.4           Account
Statements.  Each
Participant will be given, at least annually, a statement showing (a) the amount
of all Contributions, (b) the amount of Employer Match, if any, made with
respect to his Account for such Plan Year, and (c) the balance of the
Participant's Account after crediting Investments.

     

    Section
6.              
Payment.

     

    6.1           Payment
on Account of Separation from Service For Reasons Other Than
Disability.

     

    (a)           Grandfathered
Account.  A
Participant (or a Participant's beneficiary) shall be paid the balance in his
Grandfathered Account following termination of employment in accordance with the
Grandfathered Account Payment Option in effect with respect to the
Participant.

     

    (b)           Ongoing
Account.  A Participant (or a Participant's beneficiary) shall
be paid the balance in his Ongoing Account following Separation from Service in
accordance with the Ongoing Account Payment Option in effect with respect to the
Participant.

     

    6.2           Payment
on Account of Disability.

     

    (a)           Grandfathered
Account.  A
Participant (or a Participant's beneficiary) shall be paid the balance in his
Grandfathered Account following the date he meets the definition of Disability
in accordance with the Grandfathered Account Payment Option in effect with
respect to the Participant.  If a Participant no longer meets the
definition of Disability and returns to work with an Employer, no further
payments shall be made on


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    account
of the prior Disability, and distribution of his remaining Grandfathered Account
shall be made as otherwise provided in this Section 6 at the time of his
subsequent termination of employment.

     

    (b)           Ongoing
Account.  A Participant (or a Participant's beneficiary) shall
be paid the balance in his Ongoing Account following the date he meets the
definition of Disability in accordance with the Ongoing Account Payment Option
in effect with respect to the Participant.  If the Participant no
longer meets the definition of Disability while he is still receiving payments
from his Ongoing Account Balance, those payments shall continue to be
made.

     

    6.3           Reemployment.  Any
payments from an Eligible Employee's Ongoing Account that commenced due to the
Eligible Employee's Separation from Service will not cease or be suspended if
the Eligible Employee subsequently becomes reemployed by the Company or any
corporation or other entity that is required to be aggregated with the Company
pursuant to Code Sections 414(b), (c), (m) or (o).

     

    6.4           Designation of Separate
Payments.  For purposes of the Plan, the entitlement to
a series of benefit payments under the Plan payable in periodic installments
shall be treated as an entitlement to a series of separate payments, with each
benefit payment being considered, and hereby designated as, a separate payment
for purposes of Section 409A.

     

    Section
7.               Nature
of Interest of Participant.

     

    Participation in this Plan
will not create, in favor of any Participant, any right or lien in or against
any of the assets of the Company or any Employer, and all amounts of
Compensation deferred here under shall at all times remain an unrestricted asset
of the Company or the Employer.  A Participant's rights to benefits
payable under the Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, or encumbrance.  All
payments hereunder shall be paid in cash from the general funds of the Company
or applicable Employer and no special or separate fund shall be established and
no other segregation of assets shall be made to assure the payment of benefits
hereunder.  Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between any Employer and a Participant or
any other person, and the Company's and each Employer's promise to pay benefits
hereunder shall at all times remain unfunded as to the
Participant.

     

    Section
8.              
Hardship
Distributions.

     

    8.1           Hardship
Definition. A Participant may request the Committee to accelerate
distribution of all or any part of the value of his Account solely for the
purpose of alleviating an immediate financial emergency.  For purposes
of this Section 8.1, such


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    an immediate financial
emergency shall mean a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant's spouse, or a
dependent (as defined in Section 152(a) of the Code) of the Participant, loss of
the Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  This requirement is met only if 
the amounts distributed
with respect to an emergency do not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant's assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship),
including loans and withdrawals from the Viacom 401(k) Plan.

     

    8.2           Committee
Discretion.  The Committee may request that the Participant
provide certifications and other evidence of qualification for such emergency
hardship distribution as it determines appropriate.  The decision of
the Committee with respect to the grant or denial of all or any part of such
request shall be in the sole discretion of the Committee, whether or not the
Participant demonstrates that an immediate financial emergency exists, and shall
be final and binding and not subject to review.

     

    8.3           Excess
Salary Reduction Contributions Cease.  In
the event that a Participant receives a distribution to alleviate an immediate
financial emergency pursuant to Section 8.2 or receives a hardship distribution
from the Viacom 401(k) Plan, his Excess Salary Reduction Contributions shall
cease for the remainder of the calendar year in which he receives such
distribution.

     

    Section
9.               Beneficiary
Designation.

     

    A Participant's
beneficiary designation for this Plan will automatically be the same as the
Participant's beneficiary designation recognized under the Viacom 401(k) Plan,
unless a separate designation of beneficiary for this Plan has been properly
filed.

     

    Section
10.             Administration.

     

    10.1          Committee.  This
Plan will be administered by the Committee, the members of which were initially
appointed by the Board of Directors and can be subsequently removed or replaced
by the President and Chief Executive Officer of the Company.

     

    10.2           Powers
of the Committee.  The
Committee's powers will include, but will not be limited to, the
power:

     

    (a)            
to determine who are Eligible Employees for purposes of participation in the
Plan;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (b)           to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan, including without limitation, the right to
remedy possible ambiguities, inconsistencies, or omissions by a general rule or
particular decision;

     

    (c)           to
adopt rules consistent with the Plan; and

     

    (d)           to
approve certain amendments to the Plan.

     

    10.3         Claims
Procedure.  The
Committee shall have the exclusive right to interpret the Plan and to decide any
and all matters arising thereunder.

     

    (a)           Claim
for Benefit.  Claims as to the amount of any distribution or
method of payment under the Plan must be submitted in writing to the
Committee.  The Committee shall notify the Participant of its decision
by written or electronic notice, in a manner calculated to be understood by the
Participant.  The notice shall set forth:

     

    (1)           the
specific reasons for the denial of the claim;

     

    (2)           a
reference to specific provisions of the Plan on which the denial is
based;

     

    (3)           a
description of any additional material or information necessary to perfect the
claim and an explanation of why such material or information is necessary;
and

     

    (4)           an
explanation of the Plan’s claims review procedure for the denied or partially
denied claim and any applicable time limits, and a statement that the
Participant has a right to bring a civil action under Section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following
an adverse benefit determination on review.

     

    Such notification shall be
given within 90 days after the claim is received by the Committee (or within 180
days, if special circumstances require an extension of time for processing the
claim, and provided written notice of such extension and circumstances and the
date a decision is expected is given the Participant within the initial 90-day
period).  The time period begins when the claim is filed, regardless
of whether the Plan has all of the information necessary to decide the claim at
the time of filing.  A claim is considered approved only if its
approval is communicated in writing to the Participant.

     

    (b)           Review
or Denial of Claim.  Upon denial of a claim in whole or in
part, a Participant shall have the right to submit a written request to the
Committee for a full and fair review of the denied claim.  A request
for review of a claim must be submitted within 60 days of receipt by the
Participant of written notice of the denial of the claim.  If the
Participant fails to file a request for review within 60 days of the denial
notification, the claim will be deemed abandoned and the Participant precluded
from reasserting it.  Also,


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    if the
Participant is not provided a notice of denial, the Participant may submit a
written request for review to the Committee.

     

    The Participant shall
have, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Participant’s claim
for benefits.  The Participant may submit written comments, documents,
records, and other information relating to the claim for
benefits.  The review shall take into account all comments, documents,
records, and other information submitted by the Participant relating to the
claim, without regard to whether such information was submitted or considered in
the initial benefit determination.  Failure to raise issues or present
evidence on review will preclude those issues or evidence from being presented
in any subsequent proceeding or judicial review of the
claim.

     

    (c)           Decision
by the Committee.  The Committee will advise the Participant of
the results of the review within 60 days after receipt of the written request
for review (or within 120 days if special circumstances require an extension of
time for processing the request, and if notice of such extension and
circumstances is given to such Participant within the initial 60 day
period).

     

    The decision on review
shall be in written or electronic form, in a manner calculated to be understood
by the Participant.  The notice shall set forth:

     

    (1)           the
specific reasons for the denial of the appeal of the claim;

     

    (2)           the
specific reference to pertinent provisions of the Plan on which the denial is
based;

     

    (3)           a
statement that the Participant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the Participant’s claim for
benefits;

     

    (4)           a
statement describing any voluntary appeal procedures offered by the Plan (if
any) and the Participant’s right to obtain the information about such procedures
and a statement of the Participant’s right to bring an action under Section
502(a) of ERISA.

     

    To the extent of its
responsibility to review the denial of benefit claims, the Committee shall have
full authority to interpret and apply in its discretion the provisions of the
Plan.  The Committee may request a meeting to clarify any matters
deemed appropriate.

     

    A Participant,
beneficiary, or other individual alleging a violation of or seeking any remedy
under any provision of ERISA shall also be subject to the claims procedure
described in this Section 10.3.  Any such claim shall be filed within
one year of the time the claim arises or it shall be deemed waived and
abandoned.  Also, any suit or legal action will be subject to a
one-year limitation period, measured from the date a
claim


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    arises
and tolled during the period that any claim is pending under the claims
procedures of this Section 10.3.

     

    10.4          Finality
of Committee Determinations.  Determinations by the Committee
and any interpretation, rule, or decision adopted by the Committee under the
Plan or in carrying out or administering the Plan shall be final and binding for
all purposes and upon all interested persons, their heirs, and personal
representatives.

     

    10.5          Severability.  If
a provision of the Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if the illegal or invalid provision had not been
included in the Plan.

     

    10.6          Governing
Law.  The provisions of the Plan shall be governed by and
construed in accordance with the laws of the State of New York, to the extent
not preempted by the laws of the United States.

     

    10.7          Gender.  Wherein
used herein, words in the masculine form shall be deemed to refer to females as
well as males.

     

    Section
11.              No
Employment Rights.

     

    No provisions of the Plan
or any action taken by the Company, the Board of Directors, or the Committee
shall give any person any right to be retained in the employ of any Employer,
and the right and power of the Company to dismiss or discharge any Participant
is specifically reserved.

     

    Section
12.              Amendment,
Suspension, and Termination.

     

     The Committee shall
have the right to amend the Plan at any time, unless provided otherwise in the
Company's governing documents.  The Board of Directors shall have the
right to suspend or terminate the Plan at any time.  No amendment,
suspension or termination shall, without the consent of a Participant, adversely
affect the value of such Participant's Account.  In the event the Plan
is terminated, the Committee shall continue to administer the Plan in accordance
with the relevant provisions thereof.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Appendix
A – Special Limits on Annual Compensation

     

     

    Notwithstanding
the provisions of Section 4 of the Plan, the following special limits on annual
Compensation shall apply to Employees who became Participants in the Plan on
January 1, 2006:

     

    
      	
               
      

            	
              ·

            	
              For
      Employees eligible as of December 31, 1995 under the Old Viacom Excess
      401(k) Plan and whose base salary plus bonus as of December 31, 1995
      exceeded $750,000, the maximum annual Compensation for the 1996 Plan Year
      and each subsequent Plan Year on which the Employer Match will be based
      shall be the Employee’s base salary plus bonus as of December 31,
      1995.

            


    

     

    
      	
               
      

            	
              ·

            	
              For
      an active full-time Employee who is a Participant and who is also a
      full-time employee of CBS Corporation or a member of its controlled group
      and a participant in the Old Viacom 401(k) Plan and the Old Viacom Excess
      401(k) Plan or the Old Viacom Excess 401(k) Plan for Designated Senior
      Executives on and after January 1, 2006, the maximum annual Compensation
      for the 2006 Plan Year and each subsequent Plan Year on which the Employer
      Match will be based shall be
$375,000.

            


    

     

     

     


    
      
         


      

      
        16