Exhibit 10(g)


 


CBS BONUS
DEFERRAL PLAN


FOR DESIGNATED
SENIOR EXECUTIVES


 


PART B – AMENDMENT AND RESTATEMENT
AS OF JANUARY 1, 2009


 


Section 1. 
Establishment and Purpose of the Plan.


 


1.1                                 Establishment.  The
Viacom Bonus Deferral Plan for Designated Senior Executives was adopted as of August 28,
2002 as an unfunded plan of voluntarily deferred compensation for the benefit
of Participants.  As of December 31,
2005, the Viacom Bonus Deferral Plan for Designated Senior Executives was
amended and restated, and renamed the CBS Bonus Deferral Plan for Designated
Senior Executives.


 


1.2                                 2009 Amendment and
Restatement. The Plan is
hereby amended and restated effective as of January 1, 2009 by the
adoption of Part B of the Plan, as set forth herein.  Part A of the Plan, consisting of the
original Plan adopted August 28, 2002 and the amendments made prior to October 3,
2004, applies to compensation that was Deferred during calendar years ending
prior to January 1, 2005 in accordance with the terms of those documents
in effect from time to time on and before October 3, 2004.  The provisions of this Part B shall
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 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.  With respect to compensation that was
Deferred during the 2005, 2006, 2007 or 2008 calendar year, the Plan shall be
administered in accordance with a reasonable, good faith interpretation of Code
Section 409A, and such interpretation shall govern the rights of a
Participant with respect to that period of time.


 


1.3                                 Reporting Employees. 
Participation in this Plan is limited to employees of an Employer who
are identified by the Company as executive officers and directors for purposes
of Section 16 of the Securities Exchange Act of 1934 (“Reporting Employees”)
and any employee of an Employer who is eligible to participate in the CBS Bonus
Deferral Plan and whose securities may be attributable to a Reporting Employee
for purposes of Section 16 of the Securities Exchange Act of 1934.  Any deferrals made under the CBS Bonus
Deferral Plan by any Reporting Employee who was a participant in the CBS Bonus
Deferral Plan and who becomes a Reporting Employee (or whose securities become
attributable to a Reporting Employee) on or after January 1, 2005 shall be
transferred to the Plan as of the date on  which
such employee becomes a Reporting Employee (or the date his securities become
attributable to a Reporting Employee). 
Any such transferred amounts that were Deferred under the CBS Bonus
Deferral Plan prior to January 1, 2005 shall be governed by Part A of
this Plan.  Any such transferred amounts
that were Deferred on and after January 1, 2005 shall be governed by Part B
of this Plan.  Except with respect to any
amounts credited to a Post-2004 Subaccount, any elections and deferrals made
under the CBS Bonus Deferral Plan by a Reporting Employee (or an employee whose
securities may be attributable to a Reporting Employee) prior to the date his













 


account is transferred to
the Plan shall remain in full force and effect under the CBS Bonus Deferral
Plan.


 


1.4                                 Purpose.  The
purpose of this Plan is to provide a means by which a select group of Eligible
Employees may, in certain circumstances, elect to defer receipt of a portion of
their cash bonuses paid under the CBS Corporation Short Term Incentive Plan and
any other comparable annual cash bonus plan sponsored by any Employer.


 


Section 2.  Definitions.  The
following words and phrases as used in this Plan have the following meanings:


 


2.1                                 The term “Account” shall mean a Participant’s
individual account, as described in Section 4.1 of the Plan.


 


2.2                                 The term “Annual Payments” is defined in Section 5.1(b)(i).


 


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


 


2.4                                 The term “Bonus” shall mean any cash bonus
paid under the STIP and any other annual cash bonus plan sponsored by an
Employer which, in the discretion of the Committee, is comparable to the STIP.


 


2.5                                 The term “Bonus Deferral Contributions”
means the portion of the Participant’s Bonus that he elects to defer under the
terms of this Plan.  The portion of any
Bonus earned in the year 2002 that an Eligible Employee elected to defer under
the CBS Excess 401(k) Plan (formerly known as the Viacom Excess 401(k) Plan)
shall be deferred under this Plan, and shall not be recognized under the CBS
Excess 401(k) Plan.


 


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


 


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


 


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


 


2.9                                 The term “Company” means CBS Corporation.


 


2.10                           The term “Deferral Election” is defined in
Sections 3.1(b) and 3.1(c).


 


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


 


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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 Filing Date” means,
except as provided in Section 3.1 (c) 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.


 


2.14                           The term “Eligible Employee” means an
employee of an Employer who (i) is or becomes a Reporting Employee, or an
employee of an Employer who is eligible to participate in the CBS Bonus
Deferral Plan and whose securities may be attributable to a Reporting Employee
for purposes of Section 16 of the Securities Exchange Act of 1934), (ii) is
designated by the Committee as an employee who is eligible to participate in
the Plan; and (iii) is notified in writing by the Committee that he is
eligible to participate in the Plan.  If
an employee becomes an Eligible Employee in any calendar year, such employee
shall remain an Eligible Employee for all future calendar years during which
the Eligible Employee remains an Eligible Employee.


 


2.15                           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 2.25.


 


2.16                           The term “Investment Options” means the
investment funds available to participants in the CBS 401(k) Plan,
excluding the Self-Directed Brokerage Account.


 


2.17                           The term “Joint Payment Option” means the
time and form of payment options available for the payment of an Account as
described in Section 5.1(a).


 


2.18                           The term “Joint Payment Option Election”
means an election of a Joint Payment Option by a Participant as described in Section 5.1(a).


 


2.19                           The term “Participant” means an Eligible
Employee who elects to have Bonus Deferral Contributions made to the Plan.


 


2.20                           The term “Payment Election” is defined in Section 5.1(a).


 


2.21                           The term “Plan” means the CBS Bonus Deferral
Plan for Designated Senior Executives as set forth herein, as amended from time
to time.  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.


 


2.22                           The term “Post-2004 Subaccount” is defined
in Section 4.1.


 


2.23                           The term “Pre-2005 Subaccount” is defined in
Section 4.1.


 


2.24                           The term “Reporting Employee” is defined in Section 1.3.


 


2.25                           The term “Separation from Service” means the
condition that exists when an Employee who is a Participant in the Plan and the
Employer reasonably anticipate that no further


 


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services will be performed
after a certain date or that the level of bona fide services that the Employee
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 Employee has been providing services to the Employer for
less than 36 months).  For purposes of
this Section 2.25, for periods during which an Employee 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 Employee would have been required to
perform to receive the compensation paid with respect to such leave of
absence.  Periods during which an
Employee 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 2.25
(including for purposes of determining the applicable 36-month (or shorter)
period).  For purposes of this Section 2.25
and notwithstanding Section 2.15, 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.


 


2.26                           The term “STIP” means the CBS Corporation
Senior Executive Short-Term Incentive Plan or the CBS Corporation Short-Term
Incentive Plan, as applicable, as may be amended from time to time.


 


2.27                           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 2.27
shall be interpreted in a manner consistent with Code Section 409A and
applicable provisions of the Treasury Regulations.


 


Section 3.  Participation.


 


3.1                                 Election to Participate.


 


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


 


(b)                                 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 Bonus earned during such
calendar year and scheduled to be paid in the succeeding calendar year in
accordance with this Section 3. 
Subject to Section 3.1(c), such Deferral Election must be made not
later than the Election Filing Date and shall be effective as of the Election
Filing Date.  For example, prior to December 31,
2009, an Eligible Employee may make a Bonus Deferral


 


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Contribution election with
respect to any Bonus to be earned in 2010 that is scheduled to be paid in
2011.  An Eligible Employee may make a
Deferral Election whether or not such employee previously has made, or
currently has in effect, any election to make Excess Salary Reduction
Contributions under the CBS Excess 401(k) Plan For Designated Senior
Executives.  An Eligible Employee’s
entitlement to make Bonus Deferral Contributions shall cease with respect to
any Bonus payable with respect to the calendar year following the calendar year
in which he or she ceases to be an Eligible Employee.


 


(c)                                  Notwithstanding the foregoing, for a
calendar year beginning on or after January 1, 2005 in which an employee
first becomes an Eligible Employee under this Plan or any other account balance
plan maintained by an Employer that is required to be aggregated with this Plan
under Code Section 409A, such Eligible Employee must make a Deferral
Election with respect to any Bonus scheduled to be paid in the next succeeding
calendar year within 30 days of the date he first becomes an Eligible Employee,
provided that such employee has not already become eligible to participate in
any other account balance plan of the Employer (as modified by Section 2.25).  Such Deferral Election shall be effective on
the date made and shall be effective with regard to the Bonus earned for the
remainder of the year in which the election is made and scheduled to be paid
during the calendar year following the filing of the Deferral Election with the
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 this Plan under Code Section 409A when he first becomes
eligible to participate in this 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 3.1(b) above.


 


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


 


(e)                                  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 Committee a new
Deferral Election by the Election Filing Date for the succeeding calendar
year(s).


 


3.2                                 Amount of Elections. 
Each Deferral Election filed by an Eligible Employee must specify the
amount of Bonus Deferral Contributions in a whole percentage between 1% and 15%
of the Participant’s applicable Bonus.


 


Section 4.  Individual Account.


 


4.1                                 Creation of Accounts.  The Company will 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
Bonus Deferral Contributions (and earnings and losses


 


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thereon) made in all
calendar years, including any Bonus Deferral Contributions for the Bonus earned
in 2002 that are attributable to Deferral Elections originally made under the
CBS Excess 401(k) Plan.  A
Participant’s Account will be divided into the following subaccounts: (i) a
“Pre-2005 Subaccount” for amounts deferred and vested for purposes of Code Section 409A
by a Participant as of December 31, 2004 (and earnings and losses
thereon), and (ii) a “Post-2004 Subaccount” for amounts deferred and/or
vested for purposes of Code Section 409A by a Participant 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 as of October 3, 2004.  A Participant will always be 100% vested in
amounts credited to his or her Account hereunder.


 


4.2                                 Investments.


 


(a)                                  Amounts, if any, in a Participant’s
Post-2004 Subaccount will be 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 Salary
Reduction Contributions invested under the CBS 401(k) Plan (other than the
Self-Directed Account), or if no such election has been made, in the Fixed
Income Fund (or any successor fund).


 


(b)                                 If a Participant elects (or is deemed to
elect) to have his Post-2004 Subaccount distributed in a single lump sum
payable on the later of (A) January 31st of
the first calendar year 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, no additional adjustments will be made
to the Participant’s Post-2004 Subaccount after December 31st of
the calendar year in which the Participant experiences a Separation from
Service that results in the Participant’s Post-2004 Subaccount becoming payable
on either of such dates.  If a
Participant elects a single lump sum payable in the second, third, fourth or
fifth calendar year following the calendar year in which the Participant
experiences a Separation from Service, the Participant’s Post-2004 Subaccount
will 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 December 31st of
the calendar year immediately preceding the calendar year in which the single
lump sum is paid.


 


(c)                                  If a Participant elects to have his
Post-2004 Subaccount distributed in Annual Payments, no additional adjustments
will be made to any amount payable in the first calendar year following the
calendar year in which the Participant experiences a Separation from Service
that results in his Post-2004 Subaccount becoming payable.  For any Annual Payments made in the second,
third, fourth or fifth calendar year following the calendar year in which the
Participant experiences a Separation from Service, 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 his Post-2004 Subaccount


 


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becoming payable and
continuing through December 31st of
the calendar year immediately preceding the calendar year in which each payment
is made.


 


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


 


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


 


Section 5.  Payment.


 


5.1                                 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 this 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 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 3.1
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 this Plan and his Post-2004 Subaccount under any other
account balance plan that is required to be aggregated with this 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 5.  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%.


 


(ii)                                  If a Participant elects to receive Annual
Payments, the first 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, and any subsequent
Annual Payments shall be made on each applicable January 31st thereafter.


 


(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


 


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calendar month following
the calendar month in which the Participant experiences a Separation from
Service.  Alternatively, the 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 any other
account balance plan that is required to be aggregated with this 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 5.1(b)(iii).


 


(v)                                 The following examples illustrate the
provisions of this Section 5.1(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,
2009.  The lump sum shall be paid on January 31,
2010.  The Participant alternatively
could have elected to receive his lump sum payment on January 31, 2011,
2012, 2013 or 2014.


 


Example 2: Same facts as Example 1, except the Participant
experiences a Separation from Service on September 15, 2009.  In this example, the lump sum will be paid on
the first business day in April 2010.


 


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, 2009, each payment on January 31, 2010 through 2013 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.  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,
2009.  In this example, the first payment
shall be made on the first business day in April 2010, and the remaining
three payments will be made on January 31, 2011, 2012, and 2013.  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 2010, 20% on January 31, 2011, 30% on January 31,
2012 and 40% on January 31, 2013.


 


5.2                                 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


 


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from his Post-2004
Subaccount in accordance with the Joint Payment Option Election in effect with
respect to the Participant.


 


5.3                                 Payment on Account of
Participant’s Death. If a
Participant dies prior to his Separation from Service, 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.


 


Section 6.  Unforeseeable Emergency Distributions and
Deferral Revocations.


 


A Participant may request
the 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 Bonus
Contributions.  The 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 Committee with respect to
the grant or denial of all or any part of such request shall be in the
discretion of the Committee, whether or not 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 6
or a hardship withdrawal under 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
this Plan and under any other account balance plan that is required to be
aggregated with this Plan under Code Section 409A.


 


Section 7.  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, unless a
separate written designation of beneficiary form for this Plan has been
properly filed with the Committee in a form acceptable to the 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 Account 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.


 


Section 8.  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


 


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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 9.  Administration.


 


9.1                                 Committee. 
This Plan will be administered by the Committee.


 


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


 


(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.


 


9.3                                 Claims Procedure.  The
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 Committee.  The
Participant will have the right to review pertinent Plan documents and to
submit issues and comments in writing. 
The 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 Committee, at its
discretion, may request a meeting to clarify any matters deemed appropriate.


 


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


 


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Section 10.  No Employment Rights.


 


No provisions of the Plan
or any action taken by the Company, any Employer, the Board of Directors, or
the 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 11.  Amendment, Suspension, and Termination.


 


The Committee shall have
the right to amend the Plan at any time, unless provided otherwise in the
Company’s governing documents.  The Board
of Directors shall have the right to suspend or terminate the Plan at any
time.  No amendment, suspension or
termination shall, without the consent of a Participant, adversely affect 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
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 12.  Miscellaneous.


 


12.1                           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.


 


12.2                           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.


 


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


 


12.4                           Code Section 409A.  To
the extent applicable, it is intended that this 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.  This Plan shall be administered and
interpreted in a manner consistent with this intent.  If any provision of this 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 this Plan to the contrary, neither the
Company nor any of its subsidiaries or affiliates shall be


 


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deemed to guarantee any
particular tax result for any Participant, spouse, or beneficiary with respect
to any payments provided hereunder.


 


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