bonus_deferral.htm


    Exhibit
4.5

     

    VIACOM

    BONUS
DEFERRAL 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 August 28, 2002,
Viacom Inc. established and maintained an unfunded plan of voluntarily deferred
compensation.  This plan was known as the Viacom Bonus Deferral
Plan.  The discussion below refers to Viacom Inc. prior to 2006 as
“Old Viacom” and to the Viacom Bonus Deferral Plan prior to 2006 as the “Old
Viacom Bonus Deferral 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 Bonus Deferral 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 Bonus
Deferral 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 Bonus
Deferral 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 Bonus Deferral 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 a means by which an Eligible Employee may, in
certain circumstances, elect to defer receipt of a portion of his cash bonus
paid under the Viacom Inc. Short-Term Incentive Plan and any other comparable
annual cash bonus plan sponsored by any Employer.  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 not be eligible to
participate in this Plan, and shall instead be eligible to participate in the
Viacom Bonus Deferral 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 Bonus Deferral
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 4 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           Bonus
Deferral Contributions.  The term "Bonus Deferral
Contributions" means the portion of the Participant's Bonus that he elects to
defer under the terms of this Plan.

     

    2.5           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.

     

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

     

    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


    
      
         


      

      
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    Old
Viacom Bonus Deferral 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 5 of the Plan.

     

    2.8           Eligible
Employee.  The term "Eligible Employee" means an employee of an
Employer who is an eligible employee under the Viacom Excess 401(k)
Plan.  If an employee becomes an Eligible Employee in any Plan Year,
such employee shall remain an Eligible Employee for all future Plan Years during
which the Eligible Employee remains an eligible employee under the Viacom Excess
401(k) Plan.  In no event shall any Reporting Employee be considered
an Eligible Employee under this Plan.  All Employees who were Eligible
Employees under the Old Viacom Bonus Deferral 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         Grandfathered
Account.  “Grandfathered Account” means the portion of a
Participant’s vested Account balance as of December 31, 2004 under the Old
Viacom Bonus Deferral Plan, adjusted for earnings (or losses)
thereon.  The Company will keep appropriate records of the
Grandfathered Account.

     

    2.11         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 4.2) and to his Grandfathered Account in the Viacom
Excess 401(k) Plan.  A Participant’s Grandfathered Account Payment
Option will be his “Joint Payment Option” in effect for the Old Viacom Bonus
Deferral Plan unless and until he changes his Grandfathered Account Payment
Option pursuant to Section 4.2(d)(1).


    
      
         


      

      
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    2.12         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.

     

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

     

    2.14        Old
Viacom Bonus Deferral Plan.  “Old
Viacom Bonus Deferral Plan” shall mean the Viacom Excess Bonus Deferral Plan, as
sponsored by Old Viacom.  Effective January 1, 2006, this plan was
renamed the CBS Bonus Deferral Plan.

     

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

     

    2.16         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 4.2) and to his Ongoing Account in the Viacom Excess 401(k)
Plan.  A Participant’s Ongoing Account Payment Option in effect for
the Old Viacom Excess 401(k) Plan, if any, shall continue effect under this Plan
and shall be irrevocable.

     

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

     

    2.18         Plan
and Plan Year.  The term "Plan" means the Viacom Bonus Deferral
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.

     

    2.19         Reporting
Employee.  The term “Reporting Employee” means an Eligible
Employee who is identified by the Company as a reporting person for purposes of
Section 16 of the Securities and 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 and Exchange Act of 1934.

     

    2.20         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.

     

    2.21         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           Election
to Participate.

     

    (a)           An
Eligible Employee must elect to participate in the Plan.


    
      
         


      

      
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    (b)           For
a Plan Year beginning prior to January 1, 2008  in which an employee
first becomes an Eligible Employee, such Eligible Employee must elect to make a
Bonus Deferral Contribution with respect to any Bonus scheduled to be paid in
the next succeeding calendar year within 30 days of the date he first becomes an
Eligible Employee in order for the election to be valid.  For years
beginning on and after January 1, 2008, prior to January 1 of each Plan Year, an
Eligible Employee may elect to make a Bonus Deferral Contribution with respect
to any Bonus scheduled to be paid in the second succeeding calendar
year.  For example, prior to January 1, 2009, an Eligible Employee may
make a Bonus Deferral Contribution election with respect to any cash bonus to be
earned in 2009 that is scheduled to be paid in 2010 under the Viacom Inc.
Short-Term Incentive Plan.  An Eligible Employee may make an Excess
Bonus Deferral Contribution election whether or not such employee previously has
made, or currently has in effect, any Excess Salary Reduction Contribution
election.

     

    3.2           Amount
of Elections.

     

    Each
election filed by a Participant must specify the amount of Bonus Deferral
Contribution in a whole percentage between 1% and 15% of the Participant's
applicable Bonus.

     

    Section
4.               Individual
Account.

     

    4.1           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 Bonus Deferral Contributions
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 Bonus Deferral Plan.

     

    4.2           Election
of Payment Options.

     

    (a)   Any Grandfathered
Account Payment Option shall continue to apply until changed by the Participant
in accordance with this Section 4.

     

    (b)   Any Eligible
Employee who does not have an Ongoing Account Payment Option in effect shall
elect an Ongoing Account Payment Option under this Plan or under the Viacom
Excess 401(k) Plan no later than 30 days after the date he first becomes an
Eligible Employee and by the deadline in Section Section 3.1.

     

    (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


    
      
         


      

      
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    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 Excess 401(k) 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 Option election is made in accordance with the terms of the Plan or
under the Viacom Excess 401(k) 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 January
31, 2010 and the subsequent payments will be made on January 31 of 2011 through
2013.  Each payment on January


    
      
         


      

      
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    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 anniversaryof 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 or about 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 terminates
employment.  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.

     

    (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.

     

     (2)           Excess
401(k) Plan Changes.  Any change of Grandfathered Account
Payment Option election made by a Participant under the Viacom Excess 401(k)
Plan shall
apply to the Participant's Account in this Plan.


    
      
         


      

      
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      4.3           
Investments.

       

    

    (a)           All
Bonus Deferral 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 and Matching Employer Contributions invested under the Viacom
401(k) Plan; or if no such election has been made, in the Plan fund designated
by the Committee.

     

           
(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 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.


    
      
         


      

      
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    (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.

     

    4.4           Account
Statements.  Each Participant will be given, at least annually,
a statement showing (a) Bonus Deferral Contributions and (b) the balance of the
Participant's Account after crediting Investments.

     

    Section
5.               Payment.

     

    5.1           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.

     

    5.2           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 account of the prior Disability, and distribution of
his remaining Grandfathered Account shall be made as otherwise provided in this
Section 5 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.

     

    5.3           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).


    
      
         


      

      
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    5.4           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
6.               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 hereunder 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
7.               Hardship
Distributions.

     

    7.1           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 7.1, such 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.


    
      
         


      

      
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    7.2           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.

     

    Section
8.               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
Excess 401(k) Plan, unless a separate designation of beneficiary for this Plan
has been properly filed.

     

    Section
9.               Administration.

     

    9.1   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.

     

    9.2   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;

     

    (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.

     

    9.3           
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;

     

     

    
      
         


      

      
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    (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, 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).


    
      
         


      

      
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    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 9.3.  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 arises and tolled
during the period that any claim is pending under the claims procedures of this
Section 9.3.

     

    9.4           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.

     

    9.5           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.

     

    9.6           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.


    
      
         


      

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

     

    Section
10.             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
11.             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
Acount.  In the event the Plan is terminated, the Committee shall
continue to administer the Plan in accordance with the relevant provisions
thereof.

     

    
      
         


      

      
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