VIACOMCBS
EXCESS 401(k) PLAN PART A


 


(2021
Restatement)


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    
	Table of Contents

                                                                                                   

                                                                                 

	Section 1. Establishment and Purpose of the Plan	1
	  1.1	Establishment	1
	  1.2	Purpose	1
	Section 2. Definitions	1
	Section 3. Participation	3
	  3.1 	Designation of Eligible Employees	3
	  3.2	Election to Participate	3
	  3.3	Amendment or Suspension of Election	4
	  3.4	Amount of Elections	4
	Section 4. Employer Match	4
	Section 5. Individual Account	5
	  5.1	Creation of Accounts	5
	  5.2 	Joint Payment Account Option Election	5
	  5.3	Investments	6
	  5.4	Account Statements	7
	Section 6. Payment	7
	  6.1	Payment on Account of Termination of Employment For Reasons Other Than Disability	7
	  6.2	Payment on Account of Disability	7
	Section 7. Nature of Interest of Participant	8
	Section 8. Hardship Distributions and Deferral Revocations	8
	Section 9. Beneficiary Designation	8
	Section 10. Administration	8
	  10.1	Administrative Committee	8
	  10.2	Powers of the Administrative Committee	8
	  10.3	Claims Procedure	9
	  10.4	Finality of Administrative Committee Determinations	9
	  10.5	Severability	9
	  10.7	Gender	9
	Section 11. No Employment Rights	9
	Section 12. Amendment, Suspension, and Termination	10




 


    	 	 	 



     


    
Section
1.       Establishment and Purpose of the Plan.


1.1       Establishment.
The Viacom Excess 401(k) Plan was adopted as of April 1, 1984 as an unfunded plan of voluntarily deferred compensation for
the benefit of Participants. As of December 31, 2005, it was renamed the CBS Excess 401(k) Plan, and as of October 1, 2021, it is hereby
amended and restated as the ViacomCBS Excess 401(k) Plan. Any Eligible Employee who is identified by the Company on or after August 28,
2002 as a reporting person for purposes of Section 16 of the Securities Exchange Act of 1934 (“Reporting Employee”) 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 shall no longer be eligible to participate in this Plan, and shall instead
be eligible to participate in the CBS Excess 401(k) Plan for Designated Senior Executives, or its successors, including the ViacomCBS
Excess 401(k) Plan for Designated Senior Executives (the “Executive Excess Plan”). Any deferrals made under the Plan by any
Reporting Employee who was a participant in the Plan on August 28, 2002 and by any Reporting Employee (or any other Eligible Employee
whose securities may be attributable to a Reporting Employee) prior to the date he becomes a Reporting Employee (or the date his securities
are attributable to a Reporting Employee) were transferred to the Executive Excess Plan as of December l , 2005 or, if later, as of the
date he becomes a Reporting Employee (or the date his securities are attributable to a Reporting Employee).


 


1.2       Purpose.
The purpose of Part A of this Plan is to provide the means by which an Eligible Employee could have, in certain circumstances,
elected to defer receipt of a portion of his Compensation prior to January 1, 2005. On or after January 1, 2005, all compensation is
deferred under Part B of this Plan. The Plan also provides that the Company could, in certain instances, credit the Account of a Participant
with an Employer Match.


 


Section 2.      
 Definitions.


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


 


2.1        The term “Account” shall mean a Participant’s individual account, as described in Section 5 of the Plan.


 


2.2        The term “Administrative
Committee” means (i) for the periods prior to June 1, 2020, the CBS Retirement Committee, and (ii) for the periods on and after
June 1, 2020, the ViacomCBS Administrative Committee. The Administrative Committee may act on its own behalf or through the actions of
its duly authorized delegates.


 


2.3        The term “Board of Directors”
means the Board of Directors of the Company.


 


2.4        The
term “Bonus” means any cash bonus paid under the CBS Corporation Short-Term Incentive Plan and any other comparable annual
cash bonus plan sponsored by any Employer.


 


2.5        The
term “Company” shall refer to (i) CBS Corporation and its subsidiaries for periods prior to December 4, 2019, and (ii) ViacomCBS
Inc. for the periods on and after December 4, 2019.


 


2.6        The
term “Compensation” means an Eligible Employee’s annual compensation as defined in the CBS 401(k) Plan (and its successor
the ViacomCBS 401(k) Plan, as applicable), with the following modifications: (i) the limitations imposed by Internal Revenue Code §401
(a)(17) shall not be taken into account, and (ii) Bonuses earned for calendar years prior to January l , 2002 shall not be excluded.


 


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2.7       
 The term “Disability” or “Disabled” means that a Participant (i) has been determined to be disabled by the Social
Security Administration, or (ii) is receiving benefits under the provisions of the long-term disability plan covering such Participant
that is sponsored by or participated in by the Participant’s Employer. The date a Participant meets the definition of Disability
shall be treated as the date he terminates employment for purposes of Section 6 of the Plan.


 


2.8         The
term “Eligible Employee” means an employee of an Employer (i) for whom the sum of (a) the rate of annual base salary for a
particular year and (b) actual commissions received for the prior year, equals or is greater than the annual compensation limit in effect
under Internal Revenue Code Section 401(a)(17) (as adjusted from time to time by the Administrative Committee), and (ii) is designated
by the Administrative 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 Administrative
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 (i) 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 Plan on or after August 28, 2002.


 


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


 


2.10       The
term “Employer Match” means the amounts credited to a Participant’s Account with respect to a Participant’s Excess
Salary Reduction Contributions and Excess Bonus Deferral Contributions, calculated using the rate of matching contributions under the
CBS 401(k) Plan, in effect at the time such Plan contributions were made. Effective January 1, 2002 for all Bonuses earned for calendar
years beginning after December 31, 2001, Excess Bonus Deferral Contributions shall not be credited with an Employer Match.


 


2.11       For
all Bonuses earned for calendar years prior to January 1, 2002, the term “Excess Bonus Deferral Contributions” means the portion
of the Participant’s Compensation attributable to a Bonus that he elects to defer under the terms of this Plan. Effective August
28, 2002 for all Bonuses earned on or after January l, 2002, the Plan shall no longer provide for Excess Bonus Deferral Contributions.
Any Bonus Deferral Contribution election made under this Plan for the Bonus earned for the calendar year 2002 shall be deemed to have
been made under, and be recognized by, the CBS Bonus Deferral Plan, or the CBS Bonus Deferral Plan for Designated Senior Executives (or
their successors), as appropriate.


 


2.12       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.


 


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2.13       The
term “Investments Committee” means (i) for the periods prior to June 1, 2020, the Investments Committee for CBS Defined Contribution
Plans, and (ii) for the periods on and after June 1, 2020, the ViacomCBS Investments Committee.


 


2.14       The
term “Investment Options” means (i) prior to January 1, 2014, the investment funds available to participants in the CBS 401(k)
Plan, excluding the Self-Directed Brokerage Account, (ii) effective as of January 1, 2014 through December 31, 2014, the notional investment
options selected by the CBS Retirement Committee in its sole discretion, and (iii) effective as of January 1, 2015 means the notional
investment options elected by the Investments Committee.


 


2.15       The
term “Joint Payment Option” means, in accordance with Section 5.2, (i) any payment option election made by a Participant in
effect in this Plan immediately prior to August 28, 2002, and (ii) any payment option election made on or after August 28, 2002. A Joint
Payment Option shall apply to all amounts credited to the Participant’s Account in this Plan and his account in the CBS Bonus Deferral
Plan, or as applicable its successors, including the ViacomCBS Bonus Deferral Plan, as well as any similar plan applicable to Reporting
Employees.


 


2.16       The
term “Limitation” means the limitation on contributions to defined contribution plans under Section 415(c), on compensation
taken into account under Section 401(a)(17), or on elective deferrals under Section 401(k)(3) and Section 402(g) of the Internal Revenue
Code of 1986.


 


2.17       The
term “Participant” means an Eligible Employee who elects to have Excess Salary Reduction Contributions or Excess Bonus Deferral
Contributions made to the Plan.


 


2.18       The
term “Plan” means (i) for the periods prior to October 1, 2021, the CBS Excess 401(k) Plan, and (ii) for the periods on and
after October 1, 2021, the ViacomCBS Excess 401(k) Plan.


 


Section 3.Participation.


3.1
       Designation of Eligible Employees. All employees who were Eligible Employees
immediately prior to August 28, 2002 remained Eligible Employees, subject to Section 2.8. Beginning August 28, 2002 until December 31,
2004, each month the Administrative Committee could designate in its sole discretion those additional employees who satisfy the terms
of paragraph 2.7 as eligible to participate in the Plan. On and after January 1, 2005, all Compensation is deferred under Part B of the
Plan.


3.2       Election
to Participate. (a) Prior to January 1, 2005, Eligible Employees could elect to participate in Part A of the Plan. An Eligible
Employee could elect, at any time after becoming eligible, to participate and make Excess Salary Reduction Contributions during the Plan
Year by filing an election with the Administrative Committee in accordance with this Section 3 and the rules and regulations established
by the Administrative Committee. Such election was effective on a prospective basis beginning with the payroll period that occurred as
soon as was administratively practicable following receipt of the election by the Administrative Committee, until December 31, 2004.


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(b) For Bonuses earned for calendar
years prior to January l, 2002, an Eligible Employee could elect within 30 days of the date he became an Eligible Employee to make an
Excess Bonus Deferral Contribution with respect to any Bonus scheduled to be paid in the next succeeding calendar year. Prior to December
31 of each Plan Year, an Eligible Employee could elect to make an Excess Bonus Deferral Contribution with respect to any Bonus scheduled
to be paid in the second succeeding calendar year. For example, prior to December 31, 1999 an Eligible Employee could make an Excess Bonus
Deferral Contribution election with respect to any cash bonus scheduled to be paid in 2001 under the CBS Corporation Short-Term Incentive
Plan.


 


3.3       Amendment
or Suspension of Election. Prior to January 1, 2005, Participants could change (including, suspend)
their existing Excess Salary Reduction Contribution election under Part A of this Plan during the Plan Year by filing a new election
in accordance with the prescribed administrative guidelines. Such new election was effective on a prospective basis beginning with the
payroll period that occurred as soon as administratively practicable following receipt of the election by the Administrative Committee.
A Participant was not permitted to make up suspended Excess Salary Reduction Contributions, and during any period in which a Participant’s
 Excess Salary Reduction Contributions were suspended, the Employer Match to the Plan was suspended. Any election was irrevocable once
made and is invalid if made beyond the dates prescribed in paragraph 3.2.


 


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


(b) For
all Bonuses earned for calendar years prior to January 1, 2002, each Bonus Deferral election filed by an  Eligible Employee must have specified the amount of Excess Bonus Deferral Contribution
in a whole percentage between 1% and 15% of the Participant’s applicable Bonus.


 


(c) For Eligible Employees as of December
31, 1995, Compensation for Plan Year 1997 subject to Excess Salary Reduction Contributions and Excess Bonus Deferral Contributions did
not exceed the greater of (i) $750,000, or (ii) such Eligible Employee’s compensation, as determined by the Administrative Committee,
for the 1995 Plan Year. For employees who become Eligible Employees in 1996 or 1997, Compensation for Plan Years 1996 and 1997, if applicable,
subject to Excess Salary Reduction Contributions and Excess Bonus Deferral Contributions did not exceed $750,000.


 


Section 4.       
Employer Match.


Prior to January
1, 2005, an Employer Match was credited approximately every two weeks to a Participant’s Account with respect to the eligible portion
of Excess Salary Reduction Contributions and, for Bonuses earned for calendar years beginning prior to January l, 2002, Excess Bonus Deferral
Contributions, of such Participant. The eligible portion of a Participant’s Excess Salary Reduction Contributions and the eligible
portion of a Participant’s Excess Bonus Deferral Contribution was limited to 5% of each contribution. For Eligible Employees as
of December 31, 1995, the eligible portion of such Participant’s Excess Salary Reduction Contributions and the eligible portion
of such Participant’s Excess Bonus Deferral Contribution for the 1997 Plan Year and each subsequent year was based on Compensation
up to an annual maximum equal to the greater of (i) $750,000, or (ii) such Eligible Employee’s compensation, as determined by the
Administrative Committee, for the 1995 Plan Year. For employees who become eligible in 1996 and subsequent years, the eligible portion
of a Participant’s Excess Salary Reduction Contributions and the eligible portion of a Participant’s Excess Bonus Deferral
Contribution was based on Compensation up to an annual maximum amount of $750,000. Notwithstanding the foregoing, for any Participant
who was also a participant in the new Viacom 401(k) Plan and either the new Viacom Excess 401(k) Plan or the new Viacom Excess 401(k)
Plan for Designated Senior Executives after December 31, 2005, the maximum amount of compensation with respect to which matching contributions
were made was limited to $375,000.


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Section 5.       Individual Account.


5.1       Creation
of Accounts. The Company will maintain an Account in the name of each Participant. Each Participant’s Account will be credited
with the amount of the Participant’s (i) Excess Salary Reduction Contributions earned for calendar years prior to January 1, 2005,
(ii) Excess Bonus Deferral Contributions for Bonuses earned for calendar years prior to January 1, 2002, and (iii) Employer Match, if
any, made in all Plan Years prior to January 1, 2005.


 


5.2
       Joint Payment Account Option Election. (a) Any Joint Payment Option defined in
Section 2.15(i) shall continue to apply until changed by the Participant in accordance with this Section 5.


 


(b)              
Any Eligible Employee who first becomes a Participant on or after August 28, 2002 and who has not
elected a Joint Payment Option under Section 4.2 of the CBS Bonus Deferral Plan, or its successors, was required to elect a Joint Payment
Option at the same time that the Participant filed his initial election to commence participation in the Plan pursuant to Section 3.2.
Such Joint Payment Option shall continue to apply until changed by the Participant in accordance with this Section 5.


 


(c)              
A Participant may elect to receive his entire Account under either of the following Joint Payment
Options: (i) a single lump sum; or, (ii) annual payments over a period of two, three, four or five years on or about January 31st
beginning in the calendar year immediately following the end of the Plan Year in which the Participant terminates employment. If no Joint
Payment Option election is made in accordance with the terms of the Plan or under the CBS Bonus Deferral Plan, or its successors, a Participant
shall be deemed to have elected to receive his Account in a single lump sum on or about January 31st of the calendar year immediately
following the end of the Plan Year in which the Participant terminates employment. If a Participant makes a Joint Payment Option election
to receive payments in a single lump sum, such lump sum shall be payable on or about January 31st of the calendar year immediately
following the end of the Plan Year in which the Participant terminates employment, unless the Participant elects to be paid on or about
January 31st of the second, third, fourth, or fifth 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 Joint Payment Option election, a specific percentage
of his 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%.


 


Example 1: If a Participant elects
(or is deemed to elect) a Joint Payment Option that provides for a lump sum payment and terminates employment in 2022, such lump sum shall
be paid on or about January 31st, 2023. A Participant alternatively could designate January 31st of 2024, 2025,
2026 or 2027 in which to receive his lump sum.


 


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Example 2: If a Participant elects
a Joint Payment Option that provides for annual payments over a period of four years and terminates employment in 2022, each payment on
or about January 31st, 2023 through 2026 will be comprised of approximately 25% of the Participant’s Account as of the
Participant’s date of termination. A Participant alternatively could designate 10% of his Account to be distributed in January 2023,
20% in January 2024, 30% in January 2025 and 40% in January 2026; or, any other combination of percentages that totals 100%.


 


(d)              
A Participant may change his Joint 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 Joint Payment Option only one time in any calendar
year. Any change of a Participant’s existing Joint 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 Joint Payment Option shall remain
in effect.


 


5.3       Investments.
(a) Prior to January 1, 2014, all Excess Salary Reduction Contributions, Excess Bonus Deferral Contributions and Employer
Match, if any, were credited through December 31st of the calendar year in which the Participant terminates employment 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 CBS 401(k) Plan; or if no such election has been made, in the PRIMCO Stable Value Fund (or any successor
fund). Effective February 1, 2015, at the time an employee becomes a Participant under the Plan, and for existing Participants, prior
to the time of the first payroll period occurring on or after February 1, 2015, each Participant shall elect, in a manner determined
by the Administrative Committee, that his future Matching Employer contributions, if any, be notionally invested in multiples of 1% in
any one or more of the Investment Options available under the Plan. Each Participant who does not, as of such time, make such an investment
election, shall have his future Matching Employer Contributions notionally invested in such Investment Option(s) as may be selected by
the Administrative Committee. (which Investment Option(s) shall be a “qualified default investment alternative” within the
meaning of Department of Labor regulations.)


 


Effective as of January 1, 2014,
a Participant may select from a list of notional Investment Options how the balance of his or her Account will be invested. If no selection
is made, the Participant’s Account will be notionally invested in the “qualified default investment alternative” (within
the meaning of the CBS 401(k) Plan, or its successors, including the ViacomCBS 401(k) Plan) in effect from time to time. Earnings and
losses received on the Participant’s notional investments will be credited to the Participant’s Account in the manner designated
by the Investments Committee. The Investments Committee shall develop such procedures as it, in its discretion, deems advisable with respect
to the selection of notional investments by Participants and the reflection of value attributable to such notional investments in their
Accounts, including, without limitation, procedures which restrict a Participant’s ability to notionally invest in certain Investment
Options.


 


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(b)              
(i) Prior to October 2, 2017, if a terminated Participant elected (or was deemed to elect) a single
lump sum Joint Payment Option payable in the first calendar year following the calendar year in which the Participant terminated employment,
no additional adjustments were made to the Participant’s Account after December 31st of the calendar year in which the
Participant terminated employment. If a Participant elected a single lump sum Joint Payment Option payable in the second, third, fourth
or fifth calendar year following the calendar year in which the Participant terminated employment, the Participant’s Account was
credited with earnings based on the rate of return in the PRIMCO Stable Value Fund (or any successor fund) beginning January 1st
of the calendar year following the year in which the Participant terminated employment and continuing through December 31st
of the calendar year immediately preceding the calendar year in which the single lump sum was paid.


 


(ii)        Effective
October 2, 2017, if a terminated Participant elected (or is deemed to elect) a single lump sum Joint Payment Option payable in the first
calendar year following the calendar year in which the Participant terminates employment, or if the Participant elects a single lump sum
Joint Payment Option payable in the second, third, fourth or fifth calendar year following the calendar year in which the Participant
terminates employment, the Participant’s Account shall be credited with earnings based on the rate of return of his selected Investment
Options (or such Investment Options selected by the Investments Committee) until such time as the date upon which the single lump sum
payment is determined and paid.


 


(c)              
(i) Prior to October 2, 2017, if a terminated Participant elected annual payments, no additional
adjustments were made to any amount payable in the first calendar year following the year in which the Participant terminated employment.
For any annual payments made in the second, third, fourth or fifth year following the calendar year in which the Participant terminated
employment, the Participant’s Account was credited with earnings based on the rate of return in the PRIMCO Stable Value Fund (or
any successor fund) beginning January 1st of the calendar year following the year in which the Participant terminated employment
and continuing through December 31st of the calendar year immediately preceding the calendar year in which each payment was
made.


 


(ii)        
Effective October 2, 2017, if a terminated Participant elects annual payments, the Participant’s Account shall be credited with
earnings based on the rate of return in his selected Investment Options (or such Investment Options selected by the Investments Committee)
until such time as the date upon which each annual payment is determined and paid.


 


(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 (i) the amount of all Contributions, (ii)
the amount of Employer Match, if any, made with respect to his Account for such Plan Year, and (iii) the balance of the Participant’s
Account after crediting Investments.


 


Section 6.       Payment.


6.1       Payment
on Account of Termination of Employment For Reasons Other Than Disability. A Participant (or a Participant’s beneficiary)
shall be paid the balance in his Account following termination of employment in accordance with the Joint Payment Option in effect with
respect to the Participant.


 


6.2       Payment
on Account of Disability. A Participant (or a Participant’s beneficiary) shall be paid the balance in his Account following
the date he meets the definition of Disability in accordance with the Joint 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 Account shall be made as otherwise provided in this Section 6 at
the time of his subsequent termination of employment.


 


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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 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 8.       Hardship Distributions and Deferral Revocations.


A Participant
may request the Administrative 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 the Plan, such an immediate financial emergency shall mean an unanticipated
emergency that is caused by an event beyond the control of the Participant and which would result in severe financial hardship to the
Participant if early distribution were not permitted. The Administrative 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 Administrative
Committee with respect to the grant or denial of all or any part of such request shall be in the sole discretion of the Administrative
Committee, whether or not the Participant demonstrates an immediate financial emergency exists, and shall be final and binding and not
subject to review.


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 CBS 401(k) Plan, or its successors including the ViacomCBS 401(k) Plan, unless a separate Designation of Beneficiary Form for this
Plan has been properly filed.


Section 10.      Administration.


10.1       Administrative
Committee. This Plan will be administered by the Administrative Committee, the members of which will be selected by the Board
of Directors.


 


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


 


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


 


(ii)             
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;


 


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


 


(iv)            
to approve certain amendments to the Plan.


 


10.3       Claims
Procedure. The Administrative Committee shall have the exclusive right to interpret the Plan and to decide any and all matters
arising thereunder. In the event of a claim by a Participant as to the amount of any distribution or method of payment under the Plan,
within 90 days of the filing of such claim, unless special circumstances require an extension of such period, such person will be given
notice in writing of any denial, which notice will set forth the reason for the denial, the Plan provisions on which the denial is based,
an explanation of what other material or information, if any, is needed to perfect the claim, and an explanation of the claims review
procedure. The Participant may request a review of such denial within 60 days of the date of receipt of such denial by filing notice in
writing with the Administrative Committee. The Participant will have the right to review pertinent Plan documents and to submit issues
and comments in writing. The Administrative Committee will respond in writing to a request for review within 60 days of receiving it,
unless special circumstances require an extension of such period. The Administrative Committee, at its discretion, may request a meeting
to clarify any matters deemed appropriate.


 


10.4       Finality
of Administrative Committee Determinations. Determinations by the Administrative Committee and any interpretation, rule, or
decision adopted by the Administrative 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 Administrative 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.






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Section 12.Amendment, Suspension, and Termination.


The Administrative
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 such Participant’s rights in his account. In the event the Plan is terminated, the
Administrative Committee shall continue to administer the Plan in accordance with the relevant provisions thereof.






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IN WITNESS WHEREOF,
in accordance with the Administrative Committee’s August 20, 2021 Unanimous Written Consent, the Company has caused this Plan to
be executed by its duly authorized representative this 20th day of September, 2021.


 











	 	ViacomCBS Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Mark Beatty
	 	 	Mark Beatty
	 	 	 
	 	Its:	Member, ViacomCBS
Administrative Committee






 







 




 






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VIACOMCBS
EXCESS 401(k) PLAN PART B


 


(2021 Restatement)


 


 


 


 


 






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 Table
of Contents


 


 




	Section 1. Establishment and Purpose of the Plan	1
	  1.1	Establishment	1
	  1.2	Amendment and Restatement	1
	  1.3	Merger	1
	  1.4	Reporting Employees	1
	  1.5	Purpose	1
	Section 2. Definitions	2
	Section 3. Participation	5
	  3.1 	Designation of Eligible Employees	5
	  3.2	Election to Participate	6
	  3.4	Amount of Elections	6
	Section 4. Employer Match	7
	Section
    5. Vesting	7
	Section 6. Individual Account	8
	  6.1	Creation of Accounts	8
	  6.2	Investments	8
	  6.3	Account Statements	10
	Section 7. Payment	10
	   7.1	Joint Payment Option Election	10
	  7.2	Payment on Account of Separation from Service	12
	  7.3	Payment on Account of Participant’s Death	12
	Section
    8. Unforeseeable Emergency Distributions and Deferral Revocations	12
	Section 9. Beneficiary Designation	12
	Section
    10. Nature of Interest of Participant	13
	Section 11. Administration	13
	  11.1	Committee	13
	  11.2	Powers of the Committee	13
	  11.3	Claims Procedure	14
	  11.4	Finality of Committee Determinations and Delegation	15
	  11.5	Rules and Regulations Established by Committee	15
	Section 12. No Employment Rights	16
	Section 13. Amendment, Suspension, and Termination	16
	Section
    14. Miscellaneous	16
	  14.1	Severability	16
	  14.2	Governing Law	16
	  14.3	Gender	16
	  14.4	Code Section 409A	16




 


 





    	 	 	 



     


    

Section 1. Establishment and Purpose of the Plan.


1.1       Establishment.
The Viacom Excess 401(k) Plan was adopted as of April 1, 1984 as an unfunded plan of voluntarily deferred compensation for the benefit
of Participants. On December 31, 2005, it was amended and restated and renamed the CBS Excess 401(k) Plan, and as of October 1, 2021,
it was amended and restated and renamed the ViacomCBS Excess 401(k) Plan.


 


1.2       Amendment
and Restatement. The Plan was again amended and restated effective as of January 1, 2009 by the adoption of Part B of the
Plan, as set forth herein, and is hereby amended and restated effective as of October 1, 2021. Part A of the Plan, consisting of the
original Plan adopted April 1, 1984, along with certain amendments, applies to compensation that was Deferred prior to January l , 2005
in accordance with the terms of those documents in effect from time to time prior to October 3, 2004, subject to certain exceptions set
forth in Part A of the Plan. The provisions of this Part B apply to compensation that is Deferred on or after January 1, 2005. This Part
B of the Plan is intended to meet all of the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
so that Participants will be eligible to defer the receipt of, and the liability for the federal income tax with respect to, certain
items of compensation from one year to a later year in accordance with the provisions of applicable law and the provisions of the Plan.


 


1.3       Merger.
Under an agreement and plan of merger between CBS Corporation and Viacom Inc., dated August 13, 2019, Viacom Inc. merged with and
into CBS Corporation on December 4, 2019, to become ViacomCBS Inc.


 


1.4       Reporting
Employees. Any Eligible Employee who is identified by the Company on or after August 28, 2002 as a reporting person for purposes
of Section 16 of the Securities Exchange Act of 1934 (“Reporting Employee”) 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 shall no longer be eligible to participate in the Plan, and shall instead be eligible to participate in the CBS
Excess 401(k) Plan for Designated Senior Executives, or, as of October 1, 2021, its successor the ViacomCBS Excess 401(k) Plan for Designated
Senior Executives (the “Executive Excess Plan”), effective as of the date on which he becomes a Reporting Employee (or the
date his securities are attributable to a Reporting Employee). Any deferrals made under the Plan by any Reporting Employee who was a
participant in the Plan on August 28, 2002 and by any Reporting Employee (or any other Eligible Employee whose securities may be attributable
to a Reporting Employee) prior to the date he becomes a Reporting Employee (or the date his securities are attributable to a Reporting
Employee) shall be transferred to the Executive Excess Plan as of December 1, 2005 or, if later, as of the date on which he becomes a
Reporting Employee (or the date his securities are attributable to a Reporting Employee). Elections as to the time and form of payment
made by a Reporting Employee (or an employee whose securities may be attributable to a Reporting Employee) under the Plan prior to the
date his account is transferred to the Executive Excess Plan shall remain in full force and effect following the transfer.


 


1.5       Purpose.
The purpose of Part B of the Plan is to provide the means by which a select group of Eligible Employees may, in certain circumstances,
elect to defer receipt of a portion of their Compensation received on or after January 1, 2005. The Plan also provides that the Company
will, in certain instances, credit the Account of a Participant with an Employer Match.


 






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Section 2. Definitions.


The following words and phrases
as used in Part B of the Plan have the following meanings:


 


2.1       
The term “Account” shall mean a Participant’s individual account, as described in Section 6.1 of the Plan.


 


2.2        The
term “Administrative Committee” means (i) for the periods prior to June 1, 2020, the CBS Retirement Committee, and (ii) for
the periods on and after June 1, 2020, the ViacomCBS Administrative Committee. The Administrative Committee may act on its own behalf
or through the actions of its duly authorized delegates.


 


2.3        The
term “Annual Payments” is defined in Section 7.1(b)(i).


 


2.4        The
term “Board of Directors” means the Board of Directors of the Company.


 


2.5        The
term “Bonus” means any cash bonus paid under the STIP and any other annual cash bonus plan (or annual component of a cash
bonus plan) sponsored by an Employer which, in the discretion of the Administrative Committee, is comparable to the STIP.


 


2.7      The term “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.8      The term “Company”
shall refer to (i) CBS Corporation and its subsidiaries for periods prior to December 4, 2019, and (ii) ViacomCBS Inc. for the periods
on and after December 4, 2019.


 


 2.9       The
term “Compensation” means an Eligible Employee’s base pay for services rendered to an Employer paid during such Employer’s
payroll period, including all elective contributions made on behalf of an Eligible Employee either to a “qualified cash or deferred
arrangement” (as defined under Code Section 401(k) and applicable regulations), a “cafeteria plan” (as defined under
Code Section 125 and applicable regulations), or a “qualified transportation fringe” (as defined under Code Section 132(t)
and applicable regulations) maintained by an Employer, plus all overtime pay, but excluding (x) deferred compensation, (y) additional
compensation of every other kind, including cash bonuses under the Company’s long-term incentive plans, and (z) any Bonus. Compensation
shall be determined without taking into account the limitations imposed by Code section 401(a)(17). Notwithstanding the foregoing,


 


(i)       With
respect to any Eligible Employee who is an employee of Paramount Pictures Corporation and who is characterized as a “Production
Auditor,” Compensation shall include salary or wages paid to such Eligible Employee that are characterized by Paramount Pictures
Corporation as “Idle Day Earnings”; and


 






    	 	 2	 



     


    

(ii)       With
respect to any Eligible Employee who is characterized as “Talent” by his Employer, Compensation shall instead mean such Eligible
Employee’s talent benefit base, as determined under applicable policies of the Employer.


 


2.10       The
term “Deferral Election” is defined in Section 3.2(a).


 


2.11       The
term “Deferred” means that an amount is considered to be deferred within the meaning of Treasury Regulations sections 1.409A-6(a)(2)
and 1.409A-6(a)(3).


 


2.12       The
term “Disability” or “Disabled” means that a Participant (i) has been determined to be disabled by the Social
Security Administration, or (ii) is receiving benefits under the provisions of the long-term disability plan covering such Participant
that is sponsored by or participated in by the Participant’s Employer.


 


2.13       The
term “Election Agreement” is defined in Section 3.2(c).


 


2.14       The
term “Election Filing Date” means, except as provided in Section 3.2(b), the date not later than the December 31 immediately
preceding the first day of the applicable calendar year for which a particular Deferral Election is made.


 


2.15       The
term “Eligible Employee” means an employee of an Employer (i) for whom the sum of (a) the rate of annual base salary for a
particular year and (b) actual commissions received for the prior year, equals or is greater than the annual compensation limit in effect
under Code Section 401 (as adjusted from time to time by the Administrative Committee); (ii) who is designated by the Administrative Committee
as an employee who is eligible to participate in the Plan; and (iii) who is notified in writing (including by email or other electronic
means) by the Administrative Committee that he is eligible to participate in the Plan. If an employee becomes an Eligible Employee with
respect to any calendar year, such employee shall remain an Eligible Employee for all future calendar years; provided, however, that the
Administrative Committee may terminate such employee’s eligibility for the Plan with respect to a calendar year if his annual base
salary as of January 1 of such calendar year is anticipated to be less than the amount in clause (i) in effect for the calendar year in
which such employee initially became an Eligible Employee. In no event shall any Reporting Employee be considered an Eligible Employee
under the Plan on or after August 28, 2002. With respect to any employee of an Employer who is characterized as “Talent” by
his Employer, the requirement clause (i) above shall be met if the employee’s talent benefit base, as determined under applicable
policies of the Employer, 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 Administrative Committee).


 


2.16       The
term “Employer” means the Company and any affiliate or subsidiary that adopts the Plan on behalf of its Eligible Employees,
except as provided in Section 2.31.


 


2.17       The
term “Employer Match” means the amounts credited to a Participant’s Account with respect to the Participant’s
Excess Salary Reduction Contributions, calculated using the rate of matching contributions under the CBS 401(k) plan, or its successors,
including the ViacomCBS 401(k) Plan, in effect for the period to which such Plan contributions relate.


 






    	 	 3	 



     


    

2.18       The
term “Executive Excess Plan” is defined in Section 1.4.


 


2.19       The
term “Excess Salary Reduction Contributions” means the portion of a Participant’s Compensation that is earned during
a calendar year after such Participant has reached any Limitation and that he elects to defer under the terms of the Plan.


 


2.20       The
term “Investments Committee” means (i) for the periods prior to June 1, 2020, the Investments Committee for CBS Defined Contribution
Plans, and (ii) for the periods on and after June 1, 2020, the ViacomCBS Investments Committee.


 


2.21       Prior
to January 1, 2014, the term “Investment Options” means the investment funds available to participants in the CBS 401(k) Plan,
excluding the Self-Directed Brokerage Account and effective as of January 1, 2014 through December 31, 2014, means the notional investment
options selected by the CBS Retirement Committee in its sole discretion and effective as of January 1, 2015, means the notional investment
options elected by the Investments Committee, in its sole discretion.


 


2.22       The
term “Joint Payment Option” means the time and form of payment options available for the payment of an Account as described
in Section 7.1.


 


2.23       The
term “Joint Payment Option Election” is defined in Section 7.1.


 


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


 


2.25       The
term “Participant” means an Eligible Employee who elects to have Excess Salary Reduction Contributions made to the Plan.


 


2.26       The
term “Payment Election” is defined in Section 7.1 (a).


 


2.27       The
term “Plan” means (i) for the periods prior to October 1, 2021, the CBS Excess 401(k) Plan, and (ii) for the periods on and
after October 1, 2021, the ViacomCBS Excess 401(k) Plan. Part A of the Plan is attached hereto and shall apply to Compensation which was
Deferred prior to January 1, 2005. Part B of the Plan is set forth herein and shall apply to Compensation which is Deferred on or after
January 1, 2005. Certain provisions of this Part B apply as of certain earlier effective dates as specified herein. References to “the
Plan” shall be considered references to Part A and/or Part B of the Plan as context requires.


 


2.28       The
term “Post-2004 Subaccount” is defined in Section 6.1.


 


2.29       The
term “Pre-2005 Subaccount” is defined in Section 6.1.


 


2.30       The
term “Reporting Employee” is defined in Section 1.4.


 






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2.31       The
term “Separation from Service” means the condition that exists when a Participant and the Employer reasonably anticipate that
no further services will be performed after a certain date or that the level of bona fide services that the Participant will perform after
such date (whether as an employee or an independent contractor) would permanently decrease to no more than 20% of the average level of
bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or
the full period of services to the Employer if the Participant has been providing services to the Employer for less than 36 months). For
purposes of this Section 2.31, for periods during which a Participant is on a paid bona fide leave of absence and has not otherwise experienced
a Separation from Service, the Employee is treated as providing bona fide services at the level equal to the level of services that the
Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during
which a Participant is on an unpaid bona fide leave of absence and has not otherwise experienced a Separation from Service are disregarded
for purposes of this Section 2.31 (including for purposes of determining the applicable 36-month (or shorter) period). For purposes of
this Section 2.31, and notwithstanding Section 2.16, the “Employer” shall be considered to include all members of the controlled
group of corporations, trades or businesses which includes the Company; provided, however, that in applying Code Section 414(b), the phrase
“at least 50 percent” shall be substituted for “at least 80 percent”; and in applying Code Section 414(c), the
phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent.” Separation from Service
shall be determined on the basis of the modifications described in Treasury Regulation Section 1.409A-1(h)(3) (or any successor regulation))
as defined in Code Section 409A and the regulations or other guidance issued thereunder.


 


2.31       The
term “STIP” means (i) for the periods prior to October 1, 2021, the CBS Short-Term Incentive Plan, and (ii) for the periods
on and after October 1, 2021, the ViacomCBS Short-Term Incentive Plan.


 


2.32       The
term “Unforeseeable Emergency” means an event that results in severe financial hardship to a Participant resulting from (a)
an illness or accident of the Participant or his or her spouse, dependent (as defined in Code Section 152, without regard to Code Sections
152(b)(1), (b)(2), and (d)(1)(B)), or beneficiary, (b) loss of the Participant’s property due to casualty, or (c) other similar
extraordinary circumstances arising due to results beyond the control of the Participant. This Section 2.32 shall be interpreted in a
manner consistent with Code Section 409A and applicable provisions of the Treasury Regulations.


 


2.33       
The term “ViacomCBS 401(k) Plan” means the ViacomCBS 401(k) Plan (formerly known as the CBS 401(k) Plan), originally effective
as of September 1, 2001, and as amended from time to time thereafter (or any successor plan).


 


Section 3. Participation.


3.1       Designation
of Eligible Employees. All employees who were Eligible Employees immediately prior to January 1, 2009 remained Eligible Employees,
subject to Section 2.15. Beginning January 1, 2009, each month the Administrative Committee or its delegee will designate in its sole
discretion those additional employees who satisfy the terms of Section 2.15 as eligible to participate in the Plan.


 






    	 	 5	 



     


    

3.2       Election
to Participate. (a) To participate in the Plan for a calendar year, an Eligible Employee must make an annual election (a “Deferral
Election”) to defer receipt of a specified portion of his or her Compensation for services rendered during such calendar year (“Excess
Salary Reduction Contributions”) in accordance with this Section 3. Subject to Section 3.2(b), such Deferral Election must be made
not later than the Election Filing Date and shall be effective as of the Election Filing Date. An Eligible Employee’s entitlement
to make Excess Salary Reduction Contributions shall cease with respect to the calendar year following the calendar year in which he or
she ceases to be an Eligible Employee.


 


(b)              
Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during the course of a calendar year beginning
on or after January 1, 2005 shall make a Deferral Election within 30 days following the date the employee first becomes an Eligible Employee,
provided that such employee has not already become eligible to participate in any other account balance plan of the Employer (as modified
by Section 2.31) that is required to be aggregated with the Plan under Code Section 409A. Such Deferral Election shall be effective on
the date made and shall be effective with regard to Compensation earned during the portion of the calendar year following the filing of
the Deferral Election with the Administrative Committee, as determined pursuant to the pro-ration method permitted under Code Section
409A. If an Eligible Employee is a participant in another account balance plan that is required to be aggregated with the Plan under Code
section 409A when he first becomes eligible to participate in the Plan, such Eligible Employee shall be eligible to make a Deferral Election
for the calendar year immediately following the calendar year of his initial eligibility by making an election in accordance with Section
3.2(a) above.


 


(c)              
All Deferral Elections shall be made on a written or electronic form acceptable to the Administrative Committee (an “Election
Agreement”) filed with the Administrative Committee and shall specify the percentage of a Participant’s Compensation that
is to be deferred under the Plan during the applicable calendar year.


 


(d)              
All Deferral Elections relating to calendar years beginning on or after January 1, 2005, once effective, shall be irrevocable for
that calendar year. All Participants are required to make a Deferral Election for each calendar year. If an Eligible Employee fails to
make a Deferral Election for a given calendar year, the Eligible Employee shall not be entitled to participate in the Plan during that
calendar year. Such Eligible Employee may resume participation in the Plan by completing and filing with the Administrative Committee
a new Deferral Election by the Election Filing Date for the succeeding calendar year(s).


 


3.3       Amount
of Elections. Each Deferral 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 Eligible Employee’s Compensation.






    	 	 6	 



     


    

Section 4. Employer Match.


An Employer Match calculated using
the same performance based formula that is used to credit matching contributions under (i) for the periods prior to October 1, 2021, the
CBS 401(k) Plan, and (ii) for the periods on or after October 1, 2021, the ViacomCBS 401(k) Plan, will be credited each payroll period
to a Participant’s Account with respect to the eligible portion of Excess Salary Reduction Contributions to which an Employer Match
has not previously been credited. For this purpose, the eligible portion of a Participant’s Excess Salary Reduction Contributions
shall be limited to 5% of such Excess Salary Reduction Contribution. For Participants who were Eligible Employees as of December 31, 1995,
the eligible portion of such Participant’s Excess Salary Reduction Contributions for each calendar year shall be based on Compensation
up to an annual maximum equal to the greater of (i) $750,000, or (ii) such Eligible Employee’s compensation, as determined by the
Administrative Committee, for the 1995 calendar year. For Participants who first became Eligible Employees in 1996 and subsequent calendar
years, the eligible portion of such Participant’s Excess Salary Reduction Contributions shall be based on Compensation up to an
annual maximum amount of $750,000. Notwithstanding the foregoing, for any Participant who is also a participant in the new Viacom 401(k)
Plan and either the new Viacom Excess 401(k) Plan or the new Viacom Excess 401(k) Plan for Designated Senior Executives after December
31, 2005, the maximum amount of Compensation with respect to which an Employer Match will be made is limited to $375,000.


 


Section 5. Vesting.


A Participant shall always
be 100% vested in amounts credited to his Account hereunder, other than amounts attributable to an Employer Match.


Prior to July 1, 2019, a
Participant’s Employer Match became vested according to the following schedule:


	Years of Vesting Service	Vesting %
	Less than 1 year	0%
	1 year but less than 2 years	20%
	2 years but less than 3 years	40%
	3 years but less than 4 years	60%
	4 years but less than 5 years	80%
	5 years or more	100%


 


Effective July 1, 2019 until
December 31, 2020, a Participant’s Employer Match will become vested according to the following schedule:


	Years of Vesting Service	Vesting %
	Less than 1 year	0%
	1 year but less than 2 years	33 1/3%
	2 years but less than 3 years	66 2/3%
	3 years or more	100%


 






    	 	 7	 



     


    

Effective as of January 1, 2021,
a Participant will become vested in the Employer Match in accordance with the following schedule:


 


	Years of Vesting Service	Vesting %
	Less than 2 years	0%
	2 years or more	100%


 


Notwithstanding
the foregoing, a Participant will become fully vested in the Employer Match if such Participant attains age 65 or incurs a Disability
while actively employed or terminates employment due to normal, early, or postponed retirement (determined under the terms of any tax
qualified defined benefit plan maintained by the Employer), death, or Disability.


 


Section 6. Individual Account.


6.1       Creation
of Accounts. The Company will establish and maintain on its books a reserve Account in the name of each Participant. Each
Participant’s Account will be credited with the amount of the Participant’s Excess Salary Reduction Contributions (and earnings
and losses thereon) and Employer Match (and earnings and losses thereon), if any, made in all calendar years. A Participant’s Account
will be divided into the following subaccounts: (i) a “Pre-2005 Subaccount” for amounts Deferred as of December 31, 2004
(and earnings and losses thereon), and (ii) a “Post-2004 Subaccount” for amounts Deferred after December 31, 2004 (and earnings
and losses thereon). Amounts in the Pre-2005 Subaccounts, which are intended to qualify for “grandfathered” status, shall
be subject to the terms and conditions specified in Part A of the Plan as in effect prior to January 1, 2005.


6.2       Investments.
(a) Prior to January 1, 2014, amounts, if any, in a Participant’s Post-2004 Subaccount were credited through December 31st
of the calendar year in which the Participant experiences a Separation from Service with an amount equal to the amount which would
have been earned had such amounts been invested in the same Investment Options and in the same proportion as the Participant may elect,
from time to time, to have his contributions invested under (i) for the periods prior to October 1, 2021, the CBS 401(k) Plan, and (ii)
for the periods on or after October 1, 2021, the ViacomCBS 401(k) Plan (other than the Self Directed Account).


 


Effective
as of January 1, 2014, a Participant may select from a list of notional Investment Options how the balance of his or her Account will
be invested. If no selection is made, the Participant’s Account will be notionally invested in the “qualified default investment
alternative” within the meaning of (i) for the periods prior to October 1, 2021, the CBS 401(k) Plan, and (ii) for the periods on
or after October 1, 2021, the ViacomCBS 401(k) Plan. Earnings and losses received on the Participant’s notional investments will
be credited to the Participant’s Account in such a manner designated by the Investments Committee. The Investments Committee shall
develop such procedures as it, in its discretion, deems advisable with respect to the selection of notional investments by Participants
and the reflection of value attributable to such notional investments in their Accounts, including, without limitation, procedures which
restrict a Participant’s ability to notionally invest in certain Investment Options. Effective February 1, 2015, at the time an
employee becomes a Participant under the Plan, and for existing Participants, prior to the time of the first payroll period occurring
on or after February 1, 2015, each Participants shall elect, in a manner determined by the Investments Committee, that his future Matching
Employer Contributions, if any, be notionally invested in multiples of 1% in any one or more of the Investment Options Available under
the Plan. Each Participant who does not, as of such time, make such an investment election, shall have his future Matching Employer Contributions
notionally invested in such Investment Option(s) as may be selected by the Investments Committee (or its predecessors, as applicable)
of the Company (which Investment Option(s) shall be a “qualified default investment alternative” within the meaning of Department
of Labor regulations).


 






    	 	 8	 



     


    

(b)            
(i) Prior to October 2, 2017, when a Participant experienced a Separation from Service and elected (or was deemed to elect)
to have his Post-2004 Subaccount distributed in a single lump sum, the Participant’s Post 2004 Subaccount was credited with earnings
based on the rate of return in the Fixed Income Fund (or any successor fund) beginning January 1st of the calendar year following
the calendar year in which the Participant experienced a Separation from Service that resulted in the Participant’s Post-2004 Subaccount
becoming payable, and continuing through the date upon which such single lump sum payment was determined if such determination date was
after December 31st of the calendar year in which the Participant experienced a Separation from Service. Payments due on January
31st of a calendar year were determined on the previous December 31st, while payments due on the first business
day of a calendar month were determined on the last day of the second preceding calendar month (e.g., a payment scheduled for the first
business day of March will be determined on the preceding January 31st).


(ii)       Effective
on and after October 2, 2017, a Participant who experienced or experiences a Separation from Service and elected (or is deemed to elect)
to have his Post-2004 Subaccount distributed in a single lump shall have his Post-2004 Subaccount credited with earnings based on the
rate of return in his selected Investment Options (or such Investment Options selected by the Investments Committee) until such time as
the date upon which the single lump sum payment is determined and paid.


(c)             
(i) Prior to October 2, 2017, if a Participant experienced a Separation from Service and elected to have his Post-2004 Subaccount
distributed in Annual Payments, the Participant’s Post-2004 Subaccount were credited with earnings based on the rate of return in
the Fixed Income Fund (or any successor fund) beginning January 1st of the calendar year following the calendar year in which
the Participant experienced a Separation from Service that resulted in the Participant’s Post-2004 Subaccount becoming payable,
and continuing through the date upon which such Annual Payment was determined, if such determination date was after December 31st
of the calendar year in which the Participant experienced a Separation from Service. Payments due on January 31st of a calendar
year were determined on the previous December 31st, while payments due on the first business day of a calendar month were determined
on the last day of the second preceding calendar month (e.g., a payment scheduled for the first business day of March was determined on
the preceding January 31st).


(ii)       Effective
on and after October 2, 2017, a Participant who experienced or experiences a Separation from Service and elects to have his Post-2004
Subaccount distributed in Annual Payments shall have his Post-2004 Subaccount credited with earnings based on the rate of return in his
selected Investment Options (or such Investment Options selected by the Investments Committee) until such time as the date upon which
each Annual Payment is determined and paid.






    	 	 9	 



     


    

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


6.3       Account
Statements. Each Participant will be given, at least annually, a statement showing (i) the amount of all Excess Salary Reduction
Contributions, (ii) the amount of Employer Match, if any, made with respect to his Account for such calendar year, and (iii) the balance
of the Participant’s Account after crediting Investments.


Section 7. Payment.


7.1       Joint
Payment Option Election. (a) An Eligible Employee who has not elected or been deemed to have elected a Joint Payment Option
under any other account balance plan that is required to be aggregated with the Plan under Code Section 409A shall, when he first becomes
eligible to participate in the Plan, elect a Joint Payment Option on a written or electronic form acceptable to the Administrative Committee
(a “Payment Election”) at the same time that the Eligible Employee files his initial Deferral Election to commence participation
in the Plan pursuant to Section 3.2, and in any event not later than his initial Election Filing Date. Such Payment Election shall be
effective as of such initial Election Filing Date and shall be irrevocable. A Joint Payment Option elected pursuant to a Payment Election
shall apply to all amounts credited to the Participant’s Post-2004 Subaccount in the Plan and his Post-2004 Subaccount under any
other account balance plan that is required to be aggregated with the Plan under Code Section 409A.


 


(b) (i) A
Participant may elect to receive his entire Post-2004 Subaccount under either of the following Joint Payment Options: (A) a single
lump sum; or, (B) annual payments over a period of two, three, four or five years (“Annual Payments”). The Annual
Payments shall be treated as a single payment for purposes of this Section 7. 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 Joint Payment Option election, a specific percentage of his Post-2004 Subaccount
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%. Effective as of October 2, 2017, 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 installments, and the Participant shall not
be able to designate a specific percentage of his Post-2004 Subaccount to be distributed in each year.


 


(ii) If a Participant makes a Joint
Payment Option Election to receive Annual Payments, the first payment shall be made on the later of (A) January 31 of the calendar year
immediately following the calendar year in which the Participant experiences a Separation from Service or (B) the first business day of
the seventh calendar month in which the Participant experiences a Separation from Service, and any subsequent Annual Payments shall be
made on each applicable January 31st thereafter.


 






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(iii) If a Participant makes a Joint
Payment Option Election to receive payments in a single lump sum, such lump sum payment shall be made on the later of (A) January 31st
of the calendar year immediately following the calendar year in which the Participant experiences a Separation from Service or (B)
the first business day of the seventh calendar month following the calendar month in which the Participant experiences a Separation from
Service. Alternatively, a Participant may elect for the single lump sum to be paid on January 31st of the second, third, fourth,
or fifth calendar year following the end of the calendar year in which the Participant experiences a Separation from Service.


 


(iv) If a Participant does not make
a Joint Payment Option Election in accordance with the terms of the Plan or under any other account balance plan that is required to be
aggregated with the Plan under Code Section 409A, such Participant shall be deemed to have made a Joint Payment Option Election to receive
his Post-2004 Subaccount in a single lump sum payable in accordance with the first sentence of Section 7.1(b)(iii).


 


(v) The following examples illustrate
the provisions of this Section 7.1(b)


 


Example 1: Assume that a Participant
elects (or is deemed to elect) a Joint Payment Option that provides for a single lump sum payment on the later of (A) January 31st
of the calendar year following the calendar year in which he incurs a Separation from Service or (B) the first business day of the
seventh calendar month following the calendar month in which the Participant experiences a Separation from Service, and the Participant
experiences a Separation from Service on March 15, 2021. The lump sum shall be paid on January 31, 2022. The Participant alternatively
could have elected to receive his lump sum payment on January 31, 2023, 2024, 2025 or 2026.


 


Example 2: Same facts as Example
1, except the Participant experiences a Separation from Service on September 15, 2021. In this example, the lump sum will be paid on the
first business day in April 2022.


 


Example 3: If a Participant
elects a Joint Payment Option that provides for Annual Payments over a period of four years in the event of a Separation from Service
and experiences a Separation from Service on March 15, 2021, each payment on January 31, 2022 through 2025 will be comprised of approximately
25% of the Participant’s Post-2004 Subaccount as of the Participant’s date of Separation from Service, though the actual amount
of each payment may not be the same due to crediting of investment gains and losses through December 31st of the calendar year
prior to the calendar year of each such payment, or, effective after October 2, 2017, the actual amount of each payment may not be the
same due to crediting of investment gains and losses through the payment date . Prior to October 2, 2017, a Participant alternatively
could designate that 10% of his Post-2004 Subaccount be distributed on January 31, 2010, 20% on January 31, 2011, 30% on January 31, 2012
and 40% on January 31, 2013, or, any other combination of percentages that totals 100%.


 


Example 4: Same facts as Example
3, except the Participant experiences a Separation from Service on September 15, 2021. In this example, the first payment shall be made
on the first business day in April 2022, and the remaining three payments will be made on January 31, 2023, 2024, and 2025. The alternative
schedule described in Example 3 would result in payment of 10% of his Post-2004 Subaccount on the first business day in April 2022, 20%
on January 31, 2023, 30% on January 31, 2024 and 40% on January 31, 2025.


 






    	 	 11	 



     


    

7.2       Payment
on Account of Separation from Service. If a Participant experiences a Separation from Service prior to his death, the Participant
shall commence receiving payments from his Post-2004 Subaccount in accordance with the Joint Payment Option Election in effect with respect
to the Participant.


7.3       Payment
on Account of Participant’s Death. If a Participant dies prior to his Separation from Service, or after his Separation
from Service but prior to the distribution of his entire Post-2004 Subaccount, the Participant’s entire Post-2004 Subaccount shall
be paid to the Participant’s beneficiary in a single lump sum payment within 90 days of the Participant’s death. The Participant’s
Post-2004 Subaccount shall continue to be credited with earnings in accordance with Section 6.2 until his entire Post-2004 Subaccount
is distributed.


Section 8. Unforeseeable Emergency Distributions and Deferral
Revocations.


A Participant
may request the Administrative Committee to accelerate distribution of all or any part of the value of his Post-2004 Subaccount solely
for the purpose of alleviating an Unforeseeable Emergency. Payments of amounts as a result of an Unforeseeable Emergency may not exceed
the amount necessary to satisfy such Unforeseeable Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of
the distribution, and after taking into account any additional compensation that is available to the Participant upon cancellation of
the Participant’s Excess Salary Reduction Contributions. The Administrative Committee may request that the Participant provide certifications
and other evidence of qualification for such Unforeseeable Emergency distribution as it determines appropriate. The decision of the Administrative
Committee with respect to the grant or denial of all or any part of such request shall be in the sole discretion of the Administrative
Committee, even if the Participant demonstrates that an Unforeseeable Emergency exists, and shall be final and binding and not subject
to review. If a Participant receives a distribution upon an Unforeseeable Emergency pursuant to this Section 8 or a hardship withdrawal
under the ViacomCBS 401(k) Plan (or its predecessor, the CBS 401(k) Plan), the Participant’s Deferral Election will be canceled
in its entirety for the remainder of the calendar year in which such Unforeseeable Emergency distribution is made under the Plan and under
any other account balance plan that is required to be aggregated with the Plan under Code Section 409A.


Section 9. Beneficiary Designation.


A Participant’s beneficiary
designation for the Plan will automatically be the same as the Participant’s beneficiary designation recognized under the ViacomCBS
401(k) Plan (or its predecessors, as applicable), unless a separate written designation of beneficiary form for the Plan has been properly
filed with the Administrative Committee in a form acceptable to the Administrative Committee. In the absence of such a designation and
at any other time when there is no existing beneficiary designated hereunder, the beneficiary of the Participant for payment of his Post-2004
Subaccount hereunder shall be the estate of the Participant. If two or more persons designated as a Participant’s beneficiary are
in existence with respect to his Post-2004 Subaccount, the amount of any lump sum payment payable hereunder shall be divided equally among
such persons unless the Participant’s beneficiary designation specifically provides for a different allocation.


 






    	 	 12	 



     


    

Section 10. Nature of Interest of Participant.


Participation in the 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 the 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 11. Administration.


11.1       Administrative
Committee. The Plan shall be administered by the Administrative Committee. The Administrative Committee shall have sole and
absolute discretion to interpret, where necessary, the provisions of the Plan (including, without limitation, by supplying omissions
from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to determine the rights
and status under the Plan of any Participant and other persons, to resolve questions or disputes arising under the Plan and to make any
determinations with respect to the benefits hereunder and the persons entitled thereto as may be necessary for the purposes of the Plan.


11.2       Powers
of the Administrative Committee. In furtherance of, but without limiting Section 11.1, the Administrative Committee shall
have the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of
the Plan (as interpreted, to the extent necessary, by the Administrative Committee):


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


 


(ii)    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;


 


(iii)    to adopt rules consistent with the Plan;


 


(iv)    to approve certain amendments to the Plan;


 


(v)     to determine the amounts payable to any person under the Plan; and


 


(vi)    to conduct the claims procedure specified in Section 11.3.


 






    	 	 13	 



     


    

11.3       Claims
Procedure.


 


(a)              
Initial Claim. The Administrative Committee will make all determinations as to the right of any persons to benefits under
the Plan in accordance with the governing Plan documents. Any denial by the Administrative Committee of a claim for benefits under the
Plan by a Participant will be stated in writing by the Administrative Committee and delivered or mailed to the Participant within a reasonable
period of time, but not later than 90 days after receipt of the claim by the Plan, unless the Administrative Committee determines that
special circumstances require an extension of time for processing the claim. Written notice of the extension shall be furnished to the
Participant prior to the termination of the initial 90-day period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Administrative Committee expects to render the benefit determination, which cannot exceed
a period of 90 days from the end of the initial period.


 


(b)              
Manner and Content of Notification of Benefit Determination. The Administrative Committee shall provide a Participant with
written notification (which may be delivered electronically) of any adverse benefit determination. The notification shall set forth in
a manner calculated to be understood by the Participant:


 


(i)       The
specific reason or reasons for the adverse determination;


 


(ii)             
Reference to the specific Plan provisions on which the determination is based;


 


(iii)           
A description of any additional material or information necessary for the Participant to perfect the claim and an explanation of
why such material or information is necessary; and


 


(iv)            
A description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of
the Participant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.


 


(c)       Review
of Benefit Determination. The Administrative Committee will provide to any Participant whose claim for benefits has been denied an
opportunity for a full and fair review of the denial. As part of the review, the Administrative Committee will:


 


(i)       Provide
a Participant at least 60 days (180 days for a claim regarding Disability) following the receipt of a notification of an adverse benefit
determination within which to appeal the determination;


 


(ii)       Provide a Participant the opportunity to submit written comments, documents, records, and other information relating to the claim
for benefits;


 






    	 	 14	 



     


    

(iii)       Provide that a Participant shall be provided, 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; and


 


(iv)       Provide for a review that takes 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.


 


(d)       Notification
of Determination on Review. The Administrative Committee shall provide a Participant with written notification (which may be delivered
electronically) of the Plan’s benefits determination on review within a reasonable period of time, but not later than 60 days after
receipt of the claim by the Plan, unless the Administrative Committee determines that special circumstances require an extension of time
for processing the claim. Written notice of the extension will be furnished to a Participant prior to the termination of the initial 60-day
period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects
to render the benefit determination on review, which cannot exceed a period of 60 days from the end of the initial period. In the case
of an adverse benefit determination, the notification shall set forth, in a manner calculated to be understood by the Participant:


 


(i)       The
specific reason or reasons for the adverse determination;


 


(ii)             
Reference to the specific Plan provisions on which the benefit determination is based;


 


(iii)           
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; and


 


(iv)            
A statement describing any voluntary appeal procedures offered by the Plan 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.


 


11.4       Finality
of Administrative Committee Determinations and Delegation. Determinations by the Administrative Committee and any interpretation,
rule, or decision adopted by the Administrative 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. The Administrative Committee
shall be the named fiduciary of the Plan. The Administrative Committee may delegate to any person any one or more of its powers, functions,
duties or responsibilities with respect to the Plan, including, without limitation, duties with respect to the processing, review, investigation,
approval and payment of Accounts.


 


11.5       Rules
and Regulations Established by Administrative Committee. The Administrative Committee may promulgate any rules and regulations
it deems necessary in order to carry out the purposes of the Plan or to interpret the terms and conditions of the Plan; provided however,
that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations
made by the Administrative Committee shall, subject only to the claims procedure outlined in Section 11.3, be final and binding on any
employee, former employee, or other individual making a claim for Plan benefits.


 






    	 	 15	 



     


    

Section 12. No Employment Rights.


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


Section 13. Amendment, Suspension, and Termination.


The Administrative
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 such Participant’s rights in his Account; provided, however, that the consent requirement
of Participants to certain actions shall not apply to any amendment or termination that is deemed necessary by the Company to avoid the
imposition on any person of additional taxes, penalties or interest under Code Section 409A. In the event the Plan is terminated, the
Administrative Committee may continue to administer the Plan in accordance with the relevant provisions thereof or shall have the right
to change the time and form of distribution of Participants’ Accounts, including requiring that the Accounts be immediately distributed
in the form of a lump sum payment, provided, however, that no such change in the time or form of payment shall cause the Plan to fail
to comply with the requirements of Code section 409A.


Section 14. Miscellaneous.


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


 


14.2       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.


 


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


 


14.4       Code
Section 409A. To the extent applicable, it is intended that the Plan comply with the provisions of Code Section 409A. References
to Code Section 409A shall include any proposed, temporary or final regulation, or any other guidance, promulgated with respect to such
section by the U.S. Department of the Treasury or the Internal Revenue Service. The Plan shall be administered and interpreted in a manner
consistent with this intent. If any provision of the Plan is susceptible of two interpretations, one of which results in the compliance
of the Plan with Code Section 409A and the applicable Treasury Regulations, and one of which does not, then the provision shall be given
the interpretation that results in compliance with Code Section 409A and the applicable Treasury Regulations. Notwithstanding the foregoing
or any other provision of the Plan to the contrary, neither the Company nor any of its subsidiaries or affiliates shall be deemed to
guarantee any particular tax result for any Participant, spouse, or beneficiary with respect to any payments provided hereunder.


 


 


 






    	 	 16	 



     


    

IN WITNESS WHEREOF,
in accordance with the Administrative Committee’s August 20, 2021 Unanimous Written Consent, the Company has caused this Plan to
be executed by its duly authorized representative this 20th day of September, 2021.


 





 











	 	ViacomCBS Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Mark Beatty
	 	 	Mark Beatty
	 	 	 
	 	Its:	Member, ViacomCBS
Administrative Committee







 


 


 






    	 	 17