<PAGE>


                                                                       INFINITY
                                                                  EXHIBIT 10.20













                       WESTINGHOUSE EXECUTIVE PENSION PLAN









                                                         As Amended and Restated
                                                         Effective July 28, 1999


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                          PAGE
                                                                          ----
<S>               <C>                                                      <C>
Section 1.        Definitions                                               1
Section 2.        Qualification for Benefits; Mandatory Retirement          4
Section 3.        Calculation of Executive Pension Supplement               4
Section 4.        Death in Active Service                                   5
Section 5.        Payment of Benefits                                       6
Section 6.        Plan Costs                                                7
Section 7.        Conditions to Receipt of Executive Pension Supplement     7
Section 8.        Administration                                            7
Section 9.        Modification or Termination                               8
Section 10.       Miscellaneous                                             8
Section 11.       Creditors' Claims                                         9
Section 12.       Governing Law                                             9
Section 13.       Severability                                              9
Section 14.       Authority to Expand Benefits                              9

Appendix A        Executive Buy Back                                       10
Appendix B        Rehired Executives                                       11
Appendix C        Amendment to the Westinghouse Executive
                  Pension Plan for the Sale of PGBU                        14
Appendix D        Amendment to the Westinghouse Executive
                  Pension Plan for the Sale of ESBU                        15

</TABLE>


<PAGE>


                       WESTINGHOUSE EXECUTIVE PENSION PLAN
                  (As amended and restated as of July 28, 1999)

         WHEREAS, Westinghouse Electric Corporation, now CBS Corporation,
("Westinghouse") established the Westinghouse Executive Pension Plan (the
"Plan") in order to provide supplemental pension benefits for its eligible
employees and their beneficiaries; and

         WHEREAS, the Plan has been established by Westinghouse primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees; and

         WHEREAS, the Board of Directors of Westinghouse has determined to amend
the Plan in certain respects;

         NOW, THEREFORE, the Plan is hereby amended and restated in its
entirety, effective as of July 28, 1999, as follows:

         SECTION 1. DEFINITIONS

         (a) ADMINISTRATIVE MANAGERS. Administrative Managers means the persons
or entities identified from time to time by the chief executive officer of
Westinghouse to serve as administrative managers for the Plan, the Westinghouse
Pension Plan and certain other plans, and to have authority with respect to
administration and all other fiduciary matters with respect to such plans that
are not within the authority of the Financial Managers.

         (b) AVERAGE ANNUAL COMPENSATION. Average Annual Compensation means the
amount determined by multiplying 12 times the average of the five highest of the
Executive's December l monthly base salaries during the ten year period
immediately preceding the earliest of the Executive's date of death, the
Executive's actual retirement date or the Executive's Normal Retirement Date,
and adding to that product the average of the Executive's five highest annual
incentive compensation awards paid under the Westinghouse Annual Incentive
Programs or equivalent annual program or programs during the ten-year period
ending with the earliest of the year of the Executive's death, the year of the
Executive's actual retirement date or the year of the Executive's Normal
Retirement Date. In the case of an Eligible Affected Employee, the Executive's
Effective Termination Date will be substituted for "actual retirement date" in
determining Average Annual Compensation.

         (c) BOARD. Board means the Board of Directors of Westinghouse.

         (d) CREDITED SERVICE. Credited Service shall have the same meaning as
defined in the Westinghouse Pension Plan, provided for purposes of the Plan it
shall also include such service with a Designated Entity or Designated Group;
but it shall not include any "deemed" service which may be awarded under a
special retirement window or similar arrangements.

         (e) DEFINED CONTRIBUTION PLAN. When used in the Plan, the term "defined
contribution plan" shall not include (1) the Westinghouse Savings Program or any
similar program of, or made available to employees of, an Employer, a Designated
Entity or a Designated Group or (2) any amount received pursuant to a cash or
deferred arrangement (as that term is defined in the Internal Revenue Code of
1986, as amended) maintained by, or made available to employees of,
Westinghouse, an Employer, a Designated Entity or a Designated Group.


                                      -1-

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         (f) DESIGNATED ENTITY. Designated Entity means an Affiliated Entity or
other entity that has been and is still designated by the Managers as
participating in the Plan.

         (g) DESIGNATED GROUP. Designated Group means a group of employees that
has been and is still both defined and designated by the Managers as
participating in the Plan.

         (h) EMPLOYER. Employer means a participating Employer under the
Westinghouse Pension Plan.

         (i) EXECUTIVE. Executive means any Employee who is employed in a
corporate grade 40 or above position or a comparable position with Westinghouse,
an Employer, a Designated Entity or a Designated Group, or in a position with
Westinghouse, an Employer, a Designated Entity or a Designated Group that is
otherwise determined by the chief executive officer of Westinghouse or the
Managers to be eligible as an Executive position under the Plan based upon the
duties and responsibilities of the position, and the Employee has been so
notified in writing.

             By participating in the Westinghouse Executive Pension Plan, an
Executive is also deemed to be a "bona fide executive" and/or "high policymaking
employee," as defined under the federal Age Discrimination in Employment Act, as
amended.

         (j) EXECUTIVE BENEFIT SERVICE. Executive Benefit Service means the
Executive's total years of Eligibility Service if: (1) the Executive was making
the Maximum Contribution during each of those years; or (2) the Executive (i)
was making the Maximum Contribution during each of those years after the date he
or she first became an Executive and (ii) has complied with the provisions of
the Executive Buy Back process (as set forth in Appendix A of the Plan) as to
those years prior to his or her first becoming an Executive. The Executive
Benefit Service of an Executive who did not make the Maximum Contribution during
those years prior to the date he or she first became an Executive and has not
complied with the Executive Buy Back process will be based solely on the
period(s) of Eligibility Service during which he or she made the Maximum
Contribution.

         (k) EXECUTIVE PENSION BASE. Executive Pension Base means the amount
determined by multiplying 1.47 percent times Average Annual Compensation times
the number of years of Executive Benefit Service accrued to the earliest of the
Executive's actual retirement date, the Executive's Normal Retirement Date or
the date of the Executive's death; or, in the case of an Eligible Affected
Employee, the Executive's Effective Termination Date. Also, in the case of an
Eligible Affected Employee, in the event that benefits commence under this Plan
prior to age 65, then the Executive Pension Base will be actuarially reduced by
the same percentage that the Executive's benefit under the Westinghouse Pension
Plan would be actuarially reduced for life annuity benefits commencing at the
time.

         (l) EXECUTIVE PENSION SUPPLEMENT. Executive Pension Supplement means
the pension calculated pursuant to Sections 3 and 4 of this Plan. There will be
no Executive Pension Supplement payable if the Executive's Qualified Plan
Benefit equals or exceeds his or her Executive Pension Base.

         (m) FINANCIAL MANAGERS. Financial Managers means the persons or
entities identified from time to time by the chief executive officer of
Westinghouse to serve as financial managers for the Plan, the Westinghouse
Pension Plan and certain other plans, and to have authority with respect to
establishing investment policy, appointing, directing, providing guidelines to
and monitoring the performance of investment managers and trustees, establishing
funding and actuarial policies and practices, and managing the funding, cost and
financial aspects of such plans.


                                      -2-

<PAGE>


         (n) MANAGERS. Managers means the Financial Managers and the
Administrative Managers.

         (o) MAXIMUM CONTRIBUTION. Maximum Contribution means: (1) during such
time as the Employee was eligible to participate in the Westinghouse Pension
Plan, the Employee contributed the maximum amount the Employee was permitted to
contribute to the Westinghouse Pension Plan, and (2) during such time as the
Employee was employed by a Designated Entity or as part of a Designated Group,
the Employee (i) contributed the maximum amount the Employee was permitted to
contribute, if any, to that Designated Entity's or Designated Group's defined
benefit pension or defined contribution plan, if any, or to such defined benefit
pension or defined contribution plan as was made available to employees of said
Designated Entity or Designated Group, if any, and (ii) paid Westinghouse an
amount of each of his or her annual incentive compensation awards based on the
maximum Westinghouse Pension Plan contribution formula applied to 50% of said
awards.

         (p) PLAN. Plan means the Westinghouse Executive Pension Plan.

         (q) QUALIFIED PLAN BENEFIT. Qualified Plan Benefit means (1) the annual
amount of pension the Executive has accrued under the Westinghouse Pension Plan
and any applicable defined benefit pension plan of, or made available to
employees of, a Designated Entity or Designated Group based on Credited Service
accumulated up to the earlier of the Executive's actual retirement date or
death, (2) the amount the Executive is entitled to receive on a life annuity
basis for retirement under any applicable defined contribution plan of, or made
available to employees of, a Designated Entity or Designated Group, and (3) in
any case where service included in the Executive's Eligibility Service also
entitles that Executive to benefits under one or more retirement plans (whether
a defined benefit or defined contribution plan or both) of another company, the
amount the Executive is entitled to receive on a life annuity basis for
retirement from those plans; PROVIDED, the method of benefit measurement, in the
case of (2) and (3) above, shall be on the basis of procedures determined by the
Administrative Managers on a plan-by-plan basis. The Qualified Plan Benefit does
not include any early pension retirement supplement or any amount received
pursuant to a cash or deferred arrangement (as that term is defined in the
Internal Revenue Code of 1986, as amended) maintained by Westinghouse, an
Employer, a Designated Entity or a Designated Group or any amount received
pursuant to the Westinghouse Savings Program or any similar program of, or made
available to employees of, an Employer, a Designated Entity or a Designated
Group. In the case of an Eligible Affected Employee, the Executive's Effective
Termination Date will be substituted for "actual retirement date" in determining
his or her Qualified Plan Benefit.

         (r) RETIREMENT ELIGIBLE. Retirement Eligible means that the Executive
is accruing Eligibility Service and (i) has attained age 65 and completed five
or more years of Eligibility Service, (ii) has attained age 60 and completed 10
or more years of Eligibility Service, (iii) has attained age 58 and completed 30
or more years of Eligibility Service, (iv) after March 31, 1999, for Executives
who are participants in the CBS Combined Pension Plan on such date, has attained
age 55 and completed 10 or more years of Eligibility Service, or (v) has
satisfied the requirements for an immediate pension under the Special Retirement
Pension provisions of the Westinghouse Pension Plan.

         (s) WESTINGHOUSE. Westinghouse means Westinghouse Electric Corporation.

         (t) WESTINGHOUSE ANNUAL INCENTIVE PROGRAMS. Westinghouse Annual
Incentive Programs means the Westinghouse Annual Performance Plan, the
Westinghouse Annual Incentive Plan, and the former Westinghouse By-law XVI
Incentive Compensation Program.


                                      -3-

<PAGE>


         (u) WESTINGHOUSE PENSION PLAN DEFINITIONS. Terms used in this Plan
which are defined in the Westinghouse Pension Plan, as amended, shall have the
same meanings unless otherwise expressly stated in this Plan.

         SECTION 2. QUALIFICATION FOR BENEFITS; MANDATORY RETIREMENT

         (a) QUALIFICATION FOR BENEFITS. Subject to Section 8 and other
applicable provisions hereof, if any, each Executive shall be entitled to the
benefits of this Plan on separation of service from Westinghouse, an Employer, a
Designated Entity or a Designated Group, provided that such Executive: (i) has
been employed in a position that meets the definition of Executive for five or
more continuous years immediately preceding the earlier of the Executive's
actual retirement date or the Executive's Normal Retirement Date; (ii) has made
the Maximum Contribution during each year of Eligibility Service from the date
he or she first became an Executive until the earliest of his or her date of
death, actual retirement date or Normal Retirement Date; (iii) is a participant
in the Westinghouse Pension Plan or in the defined benefit or defined
contribution plan of, or made available to employees of, a Designated Entity or
Designated Group, if any; and (iv) is Retirement Eligible on the date of
voluntary or involuntary separation of service from Westinghouse, an Employer, a
Designated Entity or a Designated Group or, in the case of a Surviving Spouse
benefit, satisfies the requirements for benefits under Section 4 of the Plan.

             Notwithstanding the preceding paragraph, each Executive who is
a participant in the CBS Combined Pension Plan on March 31, 1999, and who, on
March 31, 1999, satisfies the qualification requirements under (ii) above (by
treating March 31, 1999 as the actual retirement date) and under (iii) above,
shall be vested in his or her Executive Pension Supplement, and need not
thereafter satisfy the qualification requirements under (i) and (iv) above to
receive such vested Executive Pension Supplement.

         (b) MANDATORY RETIREMENT. Pursuant to this Plan, Westinghouse shall
be entitled, at its option, to retire any Executive who has attained
sixty-five years of age and who, for the two-year period immediately before
his or her retirement, has participated in this Plan, if such Executive is
entitled to an immediate nonforfeitable annual retirement benefit from a
pension, profit-sharing, savings or deferred compensation plan, or any
combination of such plans, of Westinghouse, an Employer or any Affiliated
Entity, which equals, in the aggregate, at least $44,000. The calculation of
such $44,000 (or greater) amount shall be performed in a manner consistent
with 29 U.S.C.A. Section 631(c)(2).

         SECTION 3. CALCULATION OF EXECUTIVE PENSION SUPPLEMENT

         (a) The Executive Pension Supplement for an Executive who meets the
qualifications of Section 2 of the Plan retiring on an Early, Normal or Special
Retirement Date shall be calculated as follows:

             (1) If the Executive (i) has attained age 60 and completed 10 or
more years of Eligibility Service, (ii) has attained age 65, or (iii) has
satisfied the eligibility requirements for an immediate pension under the
Special Retirement Pension provisions of the Westinghouse Pension Plan, the
Executive Pension Supplement is determined by subtracting the Executive's
Qualified Plan Benefit that would be payable if he or she elected a Life Annuity
Option (after any reduction for early retirement, if applicable) from his or her
Executive Pension Base.


                                      -4-

<PAGE>


             (2) If the Executive has not met the requirements of Section
3(a)(1) above but has attained age 58 and completed 30 or more years of
Eligibility Service (or with respect to Executives who are participants in the
CBS Combined Pension Plan on March 31, 1999, have attained age 55 and completed
10 or more years of Eligibility Service), the Executive Pension Supplement is
determined by subtracting the Executive's Qualified Plan Benefit that would be
payable if he or she elected a Life Annuity Option (before any reduction for
retirement prior to age 60) from his or her Executive Pension Base.

         (b) The Executive Pension Supplement for an Executive who meets the
qualifications of Section 2 of the Plan who terminates from employment before
his or her Early, Normal or Special Retirement Date shall be calculated as
follows: the Executive Pension Supplement is determined by subtracting the
Executive's Qualified Plan Benefit that would be payable (determined without
regard to whether the Executive is vested in his or her Qualified Plan Benefit)
if he or she elected a Life Annuity Option (before any reductions for retirement
prior to age 65) from his or her Executive Pension Base.

         (c) Notwithstanding Sections 3(a) and 3(b) above, no Employee shall be
eligible to accrue any Executive Pension Supplement after March 31, 1999 unless
such Employee had accrued an Executive Pension Supplement as of March 31, 1999.
In addition, no Executive who is a participant in the CBS Combined Pension Plan
on March 31, 1999 shall be eligible to accrue any additional Executive Pension
Supplement after March 31, 1999, unless such Executive (i) is age 55 or older on
March 31, 1999, or (ii) has 70 or more "points" (as defined in the CBS Cash
Balance Plan Document component of the CBS Combined Pension Plan) on March 31,
1999.

         SECTION 4. DEATH IN ACTIVE SERVICE

         (a) ELIGIBILITY FOR AN IMMEDIATE BENEFIT. If an Executive dies in
active service and, on his or her date of death, satisfies the requirements of
the Surviving Spouse Benefit for Death Before Retirement provisions of the
Westinghouse Pension Plan and satisfied the requirements of Section 2(a)(ii) and
(iii) at the time of death, a Surviving Spouse benefit shall also be payable
under this Plan if his or her Executive Pension Base exceeds his or her
Qualified Plan Benefit. The duration portion of the requirement of Section 2(i)
of the Plan that the Executive be employed in a position that meets the
definition of Executive for five or more continuous years is waived in this
case.

             The Surviving Spouse Benefit under this Section 4(a) shall be the
Executive Pension Supplement reduced in the same manner as though the benefit
were payable under the Westinghouse Pension Plan. For purposes of this
paragraph, the Executive Pension Supplement shall be calculated as follows:

             (i) If the Executive had attained age 60 or if the Executive had
completed 30 years of Eligibility Service, the Executive Pension Supplement
would be calculated as described in Section 3(a);

             (ii) If the Executive did not meet either of the requirements set
forth in subparagraph (i) above, the Executive Pension Supplement would be 80%
of the difference between the Executive Pension Base and the unreduced Qualified
Plan Benefit.

         (b) ELIGIBILITY FOR A DEFERRED BENEFIT. If an Executive dies in active
service who does not satisfy the requirements of Section 4(a) above but who
satisfies the requirements of the Surviving Spouse Benefit for Certain Vested
Employees provisions of the Westinghouse Pension Plan and satisfied the
requirements of Section 2(a)(ii) and (iii) at the time of death, a Surviving
Spouse benefit


                                      -5-

<PAGE>


shall also be payable under this Plan if his or her Executive
Pension Base exceeds his or her Qualified Plan Benefit. The duration portion of
the requirement of Section 2(a)(i) of the Plan that the Executive be employed in
a position that meets the definition of Executive for five or more continuous
years is waived in this case.

             The Surviving Spouse benefit under this Section 4(b) shall be the
Executive Pension Supplement reduced in the same manner as though the benefit
were payable under the Westinghouse Pension Plan. For purposes of this
paragraph, the Executive Pension Supplement shall be calculated by subtracting
the Executive's Qualified Plan Benefit (before any reductions) from his or her
Executive Pension Base.

         SECTION 5. PAYMENT OF BENEFITS

         Except for Executives who are participants in the CBS Combined Pension
Plan on March 31, 1999, no benefits shall be payable under this Plan to any
Executive whose employment terminates for any reason other than death prior to
satisfying the definition of Retirement Eligible hereunder. With respect to
Executives who are Participants in the CBS Combined Pension Plan on March 31,
1999, no benefits shall be payable under this Plan prior to the later of the
Executive's termination of employment or attainment of age 55.

         The Executive Pension Supplement shall be paid in monthly installments,
each equal to 1/12th of the annual amount determined in Section 3 or 4,
whichever is applicable. If the Executive or Surviving Spouse is eligible for
Plan benefits, such payments shall commence at the same time as payments under
the Westinghouse Pension Plan, if any. If the Executive or Surviving Spouse is
eligible for Plan benefits and is receiving payments from a defined benefit or
defined contribution plan of, or made available to employees of, a Designated
Entity or Designated Group and not from the Westinghouse Pension Plan, payments
shall commence at the same time as payments under such Designated Entity or
Designated Group plan provided the requirements of Section 2(a)(iv) have been
met; provided that, if the Executive or Surviving Spouse is a participant in the
CBS Combined Pension Plan on March 31, 1999, payments need not commence at the
same time as payments under such CBS Combined Pension Plan. The payments shall
be payable for the life of the Executive or the Executive's Surviving Spouse, as
the case may be.

         Unless the Financial Managers determine otherwise, the Executive may
elect that the Executive Pension Supplement determined in Section 3 be paid in
accordance with any of the optional forms of payment, other than as a lump sum,
then available under the Westinghouse Pension Plan (or, for participants in the
CBS Combined Pension Plan on March 31, 1999, the CBS Combined Pension Plan),
subject to the same reductions or other provisions that apply to the elected
form of payment under the Westinghouse Pension Plan (or, for participants in the
CBS Combined Pension Plan on March 31, 1999, the CBS Combined Pension Plan). Any
election hereunder as to optional forms of payment may be revoked prior to the
effective date of such election, but may not be revoked on or after the earlier
of the Executive's actual retirement date or commencement date for any reason.
All elections hereunder become effective on the earlier of the Executive's
actual retirement date or commencement date.

         Regardless of the form of payment elected by the Executive, after the
Executive retires and begins receiving an Executive Pension Supplement a minimum
of 60 times the monthly payment he or she would have received on a life annuity
basis is guaranteed hereunder.

         Surviving Spouse benefits under this Plan will be paid in accordance
with the form of payment


                                      -6-

<PAGE>


made for Surviving Spouse Benefits under the Westinghouse Pension Plan. Once a
Surviving Spouse Benefit determined under Section 4(a) has commenced, a minimum
of 60 times the monthly benefit payable to the Surviving Spouse is guaranteed
hereunder.

         In the event that an Executive retires or otherwise ceases to be an
Employee of Westinghouse, an Employer, a Designated Entity or a Designated Group
and is later rehired by one of those entities, the additional provisions set
forth in Appendix B to the Plan will apply.

         SECTION 6. PLAN COSTS

         Benefits payable under the Plan and any expenses in connection
therewith will be paid by Westinghouse to the extent they are not available to
be paid from any trust fund established by Westinghouse to help defray the costs
of providing Plan benefits.

         SECTION 7. CONDITIONS TO RECEIPT OF EXECUTIVE PENSION SUPPLEMENT

         Payments of benefits under this Plan to Executives are subject to the
condition that the recipient shall not engage directly or indirectly in any
business which is at the time competitive with any business or part thereof, or
activity then conducted by, Westinghouse, any of its subsidiaries or any other
corporation, partnership, joint venture or other entity of which Westinghouse
directly or indirectly holds a 10% or greater interest (together, the "Company")
in the area in which such business, or part thereof, or activity is then being
conducted by the Company, unless such condition is specifically waived with
respect to such recipient by the Westinghouse Board of Directors. Breach of the
condition contained in the preceding sentence shall be deemed to occur
immediately upon an Executive's engaging in competitive activity. Payments
suspended for breach of the condition shall not thereafter be resumed whether or
not the Executive terminates the competitive activity. A recipient shall be
deemed to be engaged in such a business indirectly if he or she is an employee,
officer, director, trustee, agent or partner of, or a consultant or advisor to
or for, a person, firm, corporation, association, trust or other entity which is
engaged in such a business or if he or she owns, directly or indirectly, in
excess of five percent of any such firm, corporation, association, trust or
other entity. The ongoing condition of this Section 7 shall not apply to an
Executive age 65 or older.

         SECTION 8. ADMINISTRATION

         This Plan shall be administered by the Administrative Managers. The
Administrative Managers shall have the right to make reasonable rules from time
to time regarding the Plan; such rules shall be consistent with the policy
provided herein. The Administrative Managers shall have full and absolute
discretion and authority to control and manage the operation and administration
of the Plan, and to interpret and apply the terms of the Plan. This full and
absolute discretion and authority shall include the power to interpret, construe
and apply the provisions of the Plan, and any construction adopted by the
Administrative Managers in good faith shall be final and binding.

         In accordance with the provisions of Section 503 of the Employee
Retirement Income Security Act of 1974, the Administrative Managers shall
provide a procedure for handling claims of participants or their beneficiaries
under this Plan. Such procedure shall be in accordance with regulations issued
by the Secretary of Labor and shall provide adequate written notice within a
reasonable period of time with respect to the denial of any such claim as well
as a reasonable opportunity for a full and fair review of any such denial.


                                      -7-

<PAGE>


         The Board may authorize the establishment of one or more trusts and the
appointment of a trustee or trustees ("Trustee") to hold any and all assets of
the Plan in trust.

         SECTION 9. MODIFICATION OR TERMINATION

         (a) Westinghouse reserves the right, at any time and from time to time,
without notice, to suspend or terminate the Plan or to amend, in whole or in
part, any and all provisions of the Plan, acting as follows:

             (i) The Board may suspend the Plan, terminate the Plan, or adopt
Plan amendments that amend any and all provisions of the Plan in whole or in
part;

             (ii) The Compensation Committee of the Board may adopt Plan
amendments that amend any and all provisions of the Plan in whole or in part;

             (iii) The Managers may adopt Plan amendments that amend any and all
provisions of the Plan in whole or in part, provided that no amendments may be
adopted by the Managers that would materially change any Plan benefits or
materially increase the costs of the Plan; and

             (iv) The Administrative Managers may adopt Plan amendments that
relate solely to the administration of the Plan and do not materially change any
Plan benefits or materially increase the costs of the Plan.

             Any such change, termination or suspension shall be effective at
such time as is specified by the Board, the Compensation Committee, the
Managers, or the Administrative Managers, as applicable, or, if no such time is
so specified, upon the adoption thereof.

         (b) Notwithstanding the above, no such change or termination may
adversely affect (i) the benefits of any Executive who retires prior to such
change or termination or (ii) the right of any then current Executive to receive
upon retirement (or to have a Surviving Spouse or beneficiary receive upon the
Executive's death), an Executive Pension Supplement, calculated as of the
effective date of such change or termination, under the Plan provided that the
Executive meets the following two conditions: (1) at the time of such change or
termination the Executive has vested pension benefits under the Westinghouse
Pension Plan and/or any applicable pension plan of a Designated Entity or
Designated Group, and (2) at the date of such change or termination and at the
date of actual retirement or death the Executive has occupied, for the then
required period next preceding such dates, a position that meets the definition
of Executive in Section 1(i) of this Plan as in effect at the date of such
change or termination.

         SECTION 10. MISCELLANEOUS

         (a) No Executive, former Executive or Surviving Spouse shall have the
right to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
otherwise subject to lien any of the benefits provided under this Plan. Such
rights may not be subject to the debts, contracts, liabilities, engagements or
torts of the Executive, former Executive or Surviving Spouse of an Executive.

         (b) If, in the opinion of Westinghouse, a person to whom a benefit is
payable is unable to care for his or her affairs because of illness, accident or
any other reason, any payment due the person, unless prior claim therefore shall
have been made by a duly qualified guardian or other duly appointed and
qualified representative of such person, may be paid to some member of the
person's family, or to


                                      -8-

<PAGE>


some other party who, in the opinion of Westinghouse, has incurred expense for
such person. Any such payment shall be a payment for the account of such person
and shall be a complete discharge of Westinghouse's liability under this Plan.

         (c) Westinghouse, in adopting this Plan, shall not be held to create or
vest in any Executive or any other person any interest, pension or benefits
other than the benefits specifically provided herein, or to confer upon any
Executive the right to remain in the service of Westinghouse.

         SECTION 11. CREDITORS' CLAIMS

         Any assets purchased by Westinghouse to provide benefits under this
Plan shall at all times remain subject to the claims of general creditors of
Westinghouse and any Executive, former Executive or Surviving Spouse of an
Executive participating in the Plan has only an unsecured promise to pay
benefits from Westinghouse.

         SECTION 12. GOVERNING LAW

         To the extent not preempted by federal law, the law of the Commonwealth
of Pennsylvania shall govern the construction and administration of the Plan.

         SECTION 13. SEVERABILITY

         If any provision of this Plan or the application thereof to any
circumstance or person is held to be invalid by a court of competent
jurisdiction, the remainder of the Plan and the application of such provision to
other circumstances or persons shall not be affected thereby.

         SECTION 14. AUTHORITY TO EXPAND BENEFITS

         The Board or the Compensation Committee of the Board may, from time to
time and without notice, by resolution of the Board or of the Compensation
Committee of the Board, authorize the payment of benefits or expand the benefits
otherwise payable or to be payable hereunder to any one or more individuals. The
Board and the Compensation Committee shall each have the right to delegate
authority to take any action that they may take under this Section 14 of the
Plan within such limits as they each may approve from time to time.


                                      -9-

<PAGE>


                                   APPENDIX A

                               EXECUTIVE BUY BACK


         The Executive Buy Back process permits newly eligible Executives to
"buy back" past years of Executive Benefit Service under the Plan for periods of
time during which they did not make the Maximum Contribution.

         If an Employee did not make the Maximum Contribution during each of the
years of his or her Eligibility Service prior to the time he or she first became
an Executive, the Employee will be permitted to pay an amount equal to the
Maximum Contributions that would have been payable during the ten years prior to
the date he or she first became an Executive (or such lesser period from the
later of January 1, 1985 or the date the Employee was employed by Westinghouse,
an Employer, a Designated Entity or a Designated Group) plus compounded interest
on that amount in order to "buy back" his or her non-contributory years of
service.

         Upon qualifying as an Executive, an Executive will be offered an
Executive Buy Back opportunity at the time he or she first becomes an Executive.
The actual terms of the Executive Buy Back will be determined from time to time
by the Administrative Managers. This election will be offered ONE TIME to the
Executive and his or her decision whether or not to "buy back" will be
irrevocable.

         Executive Buy Back payments will be made to Westinghouse and will NOT
be deposited into the Westinghouse Pension Plan Trust. Any Executive Buy Back
payments made by the Executive will NOT increase the Executive's Qualified Plan
Benefit.

         If, at some point, an Employee is no longer an Executive or otherwise
becomes ineligible to receive an Executive Pension Supplement, any Executive Buy
Back payments the Employee has made (including any interest the Employee paid)
plus any other amount as defined in Section 1(o)(2)(ii) in the definition of
Maximum Contribution paid by the Employee to Westinghouse will be refunded, with
interest, at such time as the Employee meets one of the following criteria:
termination or retirement from Westinghouse, an Employer, a Designated Entity or
a Designated Group; or death; PROVIDED, HOWEVER, no refund shall be made if the
Employee is an eligible Executive, whether or not the amount of his or her
Executive Pension Supplement exceeds zero. All interest rates will be determined
at the discretion of Westinghouse.


                                      -10-

<PAGE>


                                   APPENDIX B

                               REHIRED EXECUTIVES


SECTION 1.    RETIRED EXECUTIVES REHIRED AS EXECUTIVES

         If an Executive who retired from Westinghouse, an Employer, a
Designated Entity or a Designated Group and who received or is receiving an
Executive Pension Supplement as a lump sum or on a monthly basis is rehired in
an Executive position by Westinghouse, an Employer, a Designated Entity or a
Designated Group, the following provisions apply:

         (a)  For an Executive who elected a monthly Executive Pension
Supplement, the Plan will:

              (i)       suspend all Executive Pension Supplement payments; and

              (ii)      if, but only if, the Executive is Retirement Eligible at
                        the time of subsequent actual retirement:

                        (1)  restore previous years of Eligibility Service and
                             Executive Benefit Service accrued prior to the
                             Executive's retirement; and

                        (2)  recalculate the Executive's Executive Pension
                             Supplement in accordance with the Plan at his or
                             her subsequent actual retirement date as long as
                             the Executive then meets all Plan benefit
                             qualification requirements.

         The Executive, having previously met the five years of continuous
service as an Executive requirement prior to his or her first retirement, need
not again meet that requirement. The Executive's Average Annual Compensation
will be computed without regard to the break in service, using zero for any
periods during which the Executive was a retiree.

         In addition, if the Executive elected to take a lump sum Qualified Plan
Benefit with respect to his or her initial retirement, then in any subsequent
calculation of the Executive's Executive Pension Supplement, the Executive's
Executive Pension Base will be reduced by both the Executive's Qualified Plan
Benefit received at the time of the initial retirement and the Executive's
Qualified Plan Benefit accrued from the date of rehire through the date of his
or her subsequent retirement.

         (b) For an Executive who elected a lump sum Executive Pension
Supplement and who is Retirement Eligible at the time of subsequent actual
retirement, the Plan will:

              (i)       restore previous years of Eligibility Service but not
                        previous years of Executive Benefit Service; and

              (ii)      calculate the Executive's additional Executive Pension
                        Supplement at his or her subsequent actual retirement
                        date on the basis of years of service after the rehire
                        in accordance with the Plan as long as the Executive
                        then meets all Plan benefit qualification requirements.


                                      -11-

<PAGE>


         As under Section 1(a) of this Appendix B, the Executive, having
previously met the five years of continuous service as an Executive requirement
prior to his or her first retirement, need not again meet that requirement. The
Executive's Average Annual Compensation will be computed without regard to the
break in service, using zero for any periods during which the Executive was a
retiree.

         In addition, if the Executive elected a monthly Qualified Plan Benefit
with respect to his or her initial retirement, then the Executive's Qualified
Plan Benefit accrued from the date of rehire through the subsequent date of
actual retirement will be subtracted from the Executive's Executive Pension Base
in calculating the Executive's additional Executive Pension Supplement at his or
her subsequent retirement.

SECTION 2.    FORMER EXECUTIVES WITH VESTED PENSIONS REHIRED AS EXECUTIVES

         If the employment of an Executive of Westinghouse, an Employer, a
Designated Entity or a Designated Group who was eligible only for a vested
pension under the relevant qualified defined benefit or defined contribution
plan, if any, was terminated and the Executive is rehired by Westinghouse, an
Employer, a Designated Entity or a Designated Group, the following provisions
apply:

              (i)       restore previous years of Eligibility Service and
                        Executive Benefit Service accrued prior to the
                        Executive's termination of employment;

              (ii)      the Executive must meet the five years of continuous
                        service as an Executive requirement prior to a
                        subsequent actual retirement counting only years of
                        service after the rehire; and

              (iii)     only base salary and incentive awards earned after the
                        rehire will be used in computing Average Annual
                        Compensation.

         In addition, if the Executive elected to take his or her Vested Pension
as a lump sum, in any calculation of an Executive Pension Supplement at actual
retirement the Executive's Executive Pension Base will be reduced by both the
Executive's Qualified Plan Benefit at the time of the initial termination of
employment and the Executive's Qualified Plan Benefit accrued from the date of
rehire through the date of actual retirement.

SECTION 3.    RETIRED EXECUTIVES REHIRED IN NON-EXECUTIVE POSITIONS

         If an Executive who retired from Westinghouse, an Employer, a
Designated Entity or a Designated Group and who received or is receiving an
Executive Pension Supplement as a lump sum or on a monthly basis is rehired by
Westinghouse, an Employer, a Designated Entity or a Designated Group in a
non-Executive position, the following provisions apply:

         (a) For a former Executive who elected a monthly Executive Pension
Supplement, the Plan will:

              (i)       suspend all Executive Pension Supplement payments; and


                                      -12-

<PAGE>


              (ii)      if, but only if, the former Executive is still
                        Retirement Eligible at time of subsequent actual
                        retirement, recommence Executive Pension Supplement
                        payments at the time of the Executive's subsequent
                        actual retirement without recalculation of amount.

         At subsequent actual retirement, the former Executive may re-select any
form of payment of his or her Executive Pension Supplement then permitted under
the Plan.

         (b) For a former Executive who elected to take his or her Executive
Pension Supplement as a lump sum, no further benefits will be paid by the Plan.


                                      -13-

<PAGE>


                                   APPENDIX C

                     AMENDMENT TO THE WESTINGHOUSE EXECUTIVE
                        PENSION PLAN FOR THE SALE OF PGBU

         Effective as of the Closing Date of the sale by CBS Corporation
(formerly Westinghouse Electric Corporation) of its Power Generation Business
("PGBU" or "Business") to Siemens Power Generation Corporation (the
"Purchaser"), the Westinghouse Executive Pension Plan (the "Plan") retains
liability, if any, for benefits earned to the Closing Date with respect to
employees of PGBU who transfer to the Purchaser and are described as "Business
Employees" in Section 5.5(a)(i) of the Asset Purchase Agreement between CBS
Corporation and the Purchaser dated November 14, 1997, as amended (the
"Agreement") and are, pursuant to the Agreement, deemed to be employees of the
Purchaser as of the Closing Date (hereinafter known as "PGBU Employees") subject
to the following conditions:

         (1)  The Plan shall recognize and credit the period of employment with
              the Purchaser or its Affiliates on and after the Closing Date
              solely for purposes of calculating eligibility for the payment of
              benefits; provided that the Plan shall not recognize and credit
              any period of employment with the Business after the Purchaser and
              its Affiliates have sold or divested the Business, or a portion
              thereof (whether by asset or stock sale, merger or spin-off (each
              a "Disposition")) with respect to the PGBU Employees who are
              transferred or terminated in connection with such Disposition.

         (2)  The executive pension plan established by the Purchaser pursuant
              to Section 5.5(h)(i) of the Agreement (the "Purchaser Executive
              Plan") shall be solely responsible for (and the Plan shall not
              provide for):

              (a)  any benefit that becomes payable with respect to PGBU
                   Employees retiring after the Closing Date that is the result
                   of any reduction in force, mass layoff, or plant closing by
                   the Purchaser or its Affiliates (that is, if the benefit
                   would not be payable absent such an event); or

              (b)  any other early retirement subsidy or supplement that is not
                   described in (1) above.

         (3)  Average Annual Compensation and Executive Benefit Service under
              the Plan with respect to PGBU Employees will be determined and
              frozen as of August 31, 1998, and service by PGBU Employees for
              Siemens Power Generation Corporation from August 19, 1998 through
              August 31, 1998 shall be treated as Executive Benefit Service for
              purposes of the Plan.

         (4)  The Purchaser and its Affiliates (but not any successor to the
              Purchaser and its Affiliates as owner of the Business or any part
              thereof) will be considered a Designated Entity solely for
              purposes of determining eligibility for payment (including
              suspension of payment) of benefits.


                                      -14-

<PAGE>


                                   APPENDIX D

                     AMENDMENT TO THE WESTINGHOUSE EXECUTIVE
                        PENSION PLAN FOR THE SALE OF ESBU

         Effective April 1, 1999, as a result of the sale of CBS Corporation's
Energy Systems Business ("ESBU") to WGNH Acquisition, LLC (the "Purchaser"), the
Westinghouse Executive Pension Plan (the "Plan") retains liability, if any, for
benefits earned to April 1, 1999 with respect to employees of ESBU who transfer
to the Purchaser and are described as "Business Employees" in Section 5.5(a)(i)
of the Asset Purchase Agreement between CBS Corporation and the Purchaser Dated
as of June 25, 1998, as amended (the "Agreement") and are, pursuant to the
Agreement, deemed to be employees of the Purchaser as of April 1, 1999
(hereinafter known as "ESBU Employees") subject to the following conditions:

         (1)  The Plan shall recognize and credit the period of employment with
              the Purchaser or its Affiliates on and after April 1, 1999 solely
              for purposes of calculating eligibility for the payment of
              benefits; provided that the Plan shall not recognize and credit
              any period of employment with the Business after the Purchaser and
              its Affiliates have sold or divested the Business, or a portion
              thereof (whether by asset or stock sale, merger or spin-off (each
              a "Disposition")) with respect to the ESBU Employees who are
              transferred or terminated in connection with such Disposition.

         (2)  The executive pension plan established by the Purchaser (or, if
              none, Purchaser) pursuant to Section 5.5(h)(i) of the Agreement
              (the "Purchaser Executive Plan") shall be solely responsible for
              (and the Plan shall not provide for):

              (a)  any benefit that becomes payable with respect to ESBU
                   Employees retiring after April 1, 1999 that is the result of
                   any reduction in force, mass layoff, or plant closing by the
                   Purchaser or its Affiliates (that is, if the benefit would
                   not be payable absent such an event); or

              (b)  any other early retirement subsidy or supplement that is not
                   described in (1) above.

         (3)  Average Annual Compensation and Executive Benefit Service under
              the Plan with respect to ESBU Employees will be determined and
              frozen as of April 1, 1999.

         (4)  The Purchaser and its Affiliates (but not any successor to the
              Purchaser and its Affiliates as owner of the Business or any part
              thereof) will be considered a Designated Entity solely for
              purposes of determining eligibility for payment (including
              suspension of payment) of benefits.


                                      -15-