Exhibit 10(b)


 


 


AMENDMENT
NO. 1 TO THE CBS EXCESS 401(K) PLAN FOR DESIGNATED SENIOR EXECUTIVES


PART B –
AMENDMENT AND RESTATEMENT AS OF JANUARY 1, 2009 (THE “PLAN”)


 


Except as otherwise noted herein, the following
amendments shall be effective as of January 1, 2009.


 


1.   The Plan is
hereby amended by deleting each occurrence of the term “this Plan” and
inserting in place thereof the term “the Plan”.


 


2.   Section 2.9
of the Plan is hereby amended to delete the term “Long-Term Performance Plan”
and to insert in place thereof the words “long-term incentive plans”.


 


3.   Section 2.14
of the Plan is hereby amended to insert the phrase “, except as provided in Section
3.2(b),” immediately following the word “means”.


 


4.   Section 2.15
of the Plan is hereby amended to delete the word “and” immediately prior to
subsection (ii) thereof and to insert the word “who” as the first word in each
of subsections (ii) and (iii) thereof.


 


5.   Section 2.20
of the Plan is hereby amended to delete the cross-reference to Section 7.1(b) and
to insert in place thereof a cross-reference to Section 7.1.


 


6.   Section 2.21
of the Plan is hereby amended to delete the cross-reference to Section 7.1(b)(ii) and
to insert in place thereof a cross-reference to Section 7.1.


 


7.   Section 2.25
of the Plan is hereby amended to delete the phrase “as set forth herein, and”
and to add at the end thereof a new sentence as follows:


 


“References to “the Plan” shall be considered references to Part A
and/or Part B of the Plan as context requires.”


 


8.   Section 2.29
of the Plan is hereby amended to (1) delete the phrases “an Employee who
is” and “in the Plan” in the first sentence thereof, (2) delete the third
and fourth occurrences of the word “Employee” and to insert in place thereof the
word “employee”, (3) delete the second, fifth, seventh and eighth
occurrences of the word “Employee” and insert in place thereof the word “Participant”
and (4) delete the sixth and ninth occurrences of the word “Employee” as well
as the word “an” immediately preceding each such occurrence and to insert in
place thereof the words “a Participant”.


 


9.   Section 3.1
is hereby amended to insert the words “or its delegee” immediately following
the word “Committee.”


 


10.  Section 3.2(b) of
the Plan is hereby amended to (1) delete the word “shall” the first time
it appears and insert the word “must” in place thereof and (2) insert the
words “portion of the” immediately prior to the word “calendar” in the second
sentence thereof and to add at the end thereof a new sentence as follows:


 

















 


“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 become 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.”


 


11.  Section 3.3 of the Plan
is hereby amended to delete the term “Participant’s” and to insert in place
thereof the term “Eligible Employee’s”.


 


12.  Section 6.1 of the Plan
is hereby amended to delete the phrase “prior to January 1, 2005” and to
insert in place thereof the phrase “on or before October 3, 2004”.


 


13.  Section 6.2 of the Plan
is hereby amended to insert the word “Excess” immediately prior to the words “Salary
Reduction Contributions”.


 


14.  Sections 6.2(b) and 6.2(c) of
the Plan are hereby amended to delete such sections in their entirety and to
insert in place thereof the following:


 


“(b)   If a
Participant elects (or is deemed to elect) to have his Post-2004 Subaccount
distributed in a single lump sum, the Participant’s Post-2004 Subaccount shall
be 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 experiences a Separation from Service that
results in the Participant’s Post-2004 Subaccount becoming payable, and continuing
through the date upon which such single lump sum payment is determined, if such
determination date is after December 31st of the calendar year in which the Participant
experiences a Separation from Service. 
Payments due on January 31st of a calendar year are determined on the
previous December 31st, while payments due on the
first business day of a calendar month are 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).


 


(c)   If a Participant elects
to have his Post-2004 Subaccount distributed in Annual Payments, the
Participant’s Past-2004 Subaccount shall be 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 experiences a Separation from Service that
results in the Participant’s Post-2004 Subaccount becoming payable, and
continuing through the date upon which such Annual Payment is determined, if
such determination date is after December 31st of the calendar year in which the Participant
experiences a Separation from Service. 
Payments due on January 31st of a calendar year are determined on the
previous December 31st, while payments due on the
first business day of a 


 


2

















 


calendar month are 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).”


 


15.  Section 7.1
of the Plan is hereby amended to (1) delete the words “end of the” immediately
prior to the second occurrence of the words “calendar year” in subsection (ii) thereof,
(2) delete the word “elected” in subsection (iv) thereof and to
insert in place thereof the phrase “made a Joint Payment Option Election” and (3) insert
the phrase “his Post-2004 Subaccount in” immediately following the words “to
receive” in subsection (iv) thereof.


 


16.  Section 7.3
of the Plan is hereby amended to (1) insert the phrase “or after his
Separation from Service but prior to the distribution of his entire Post-2004
Subaccount,” immediately following the first occurrence of the term “Separation
from Service,” and (2) insert at the end thereof a new sentence as follows:


 


“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.”


 


17.  Section 9 of the Plan is hereby amended
to delete each occurrence of the term “Account” and to insert in place thereof
the term “Post-2004 Subaccount.”


 


18.  Section 14.4 of the Plan is hereby
amended to delete the word “CBS” in the last sentence thereof and to insert in
place thereof the term “the Company”.


 


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