Exhibit 10(r)(i)


 


CBS SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


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


 


1.                                     Purpose.  The purpose of this Supplemental Executive
Retirement Plan (“the Plan”) (combining the former CBS Supplemental Executive
Retirement Plan, SERP #2 and CBS Excess Benefit Plan ) is to provide to certain
key employees of CBS Corporation (“CBS”) a benefit supplemental to those
retirement or termination benefits which they are entitled to receive under the
CBS Pension Plan Document component of the CBS Combined Pension Plan (the “CBS
Pension Plan”) or the Cash Balance Plan Document component of the CBS Combined
Pension Plan (the “CBS Cash Balance Plan”) and to benefit CBS by making it more
attractive to such employees to remain with CBS.  The Plan was previously amended and restated
effective April 1, 1999.


 


2.                                     2009
Amendment and Restatement and Grandfathered Status of Benefits Accrued Prior to
January 1, 2005.  The Plan is
hereby again 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 and the amendments made prior to October 3, 2004, applies to
a Participant’s benefit or any portion thereof that is considered to have been
Deferred under the Plan prior to January 1, 2005 (the “Section 409A
Grandfathered Benefit”), in accordance with the terms of those documents in
effect from time to time prior to October 3, 2004.  The Section 409A Grandfathered Benefit
shall continue to be governed by the law applicable to nonqualified deferred
compensation prior to the codification of Code Section 409A.  The provisions of this Part B shall
apply to any portion of a Participant’s benefit that is considered to have been
Deferred on or after January 1, 2005. 
This Part B of the Plan is intended to meet all of the requirements
of Code Section 409A, 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.  With respect to the period commencing January 1,
2005 and ending December 31, 2008 and with respect to the portion of a
Participant’s benefit that is considered to have been Deferred during the 2005,
2006, 2007 or 2008 calendar year, the Plan was administered in accordance with
a reasonable, good faith interpretation of Code Section 409A, Treasury
Regulations, Notices and other guidance issued thereunder, and such
interpretation shall govern the rights of a Participant with respect to that
period of time.


 


3.                                     Definitions.  Unless the context clearly indicates
otherwise, the following terms when used in this Plan with initial capital letters
shall have the following meanings:


 


A.            The term “Actuarial Equivalent” or “Actuarially
Equivalent” means, with respect to a Plan Benefit, or any portion thereof, an
amount of equivalent value determined on such actuarial basis as the Committee,
in its sole discretion, shall determine is reasonable and appropriate and which
shall be applied by the Committee in a uniform and consistent manner.


 













 


B.            The term “Aggregate
Benefit” has the meaning provided in Section 6.D.


 


C.            The term “Beneficiary” means
the beneficiary designated under this Plan
to receive benefits upon the death of the Participant.  A Participant’s Beneficiary will be
determined pursuant to the terms of the Qualified Plan in which he
participates, as in effect on his Benefit Commencement Date under this Plan.


 


D.            “Benefit Commencement Date” means, except as provided
below, the first day of the month immediately following the later of (i) the
Participant’s Separation from Service, and (ii) the Participant’s
attainment of age 55.  In the event a
Participant makes a Subsequent Payment Election, the Benefit Commencement Date
shall be the first day of the month coinciding with or next following the date
upon which the Participant has elected to have payment of his Post-2004 Plan
Benefit commence.


 


E.             The term “CBS” has
the meaning provided in Section 1.


 


F.             The term “CBS Cash Balance Plan” means the CBS Cash
Balance Plan Document component of the CBS Combined Pension Plan, as in effect
on January 1, 2005 and as may be amended from time to time thereafter.


 


G.            The term “CBS Pension Plan” means the CBS Pension Plan
Document component of the CBS Combined Pension Plan, as in effect on January 1,
2005 and as may be amended from time to time thereafter.


 


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


 


I.              The term “Committee”
means the CBS Retirement Committee or any successor thereto.


 


J.             The term “Continuous
Employment Period” has the meaning provided in the CBS Pension Plan.


 


K.            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).


 


L.             The term “Employee”
means an employee of the Employer.


 


M.           The term “Employer”
means CBS and its subsidiaries and affiliates.


 


N.            The term “Highly
Compensated Employee” has the meaning provided in the CBS Pension Plan.


 


O.            The term Joint and
Survivor Annuity means one of the Optional Forms of payment defined in Section 6.C.(iv) thru
Section 6.C.(vi).


 


P.             The term “Life
Annuity” means the Optional Form described in Section 6.C.(i).


 


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Q.            The term “Normal
Retirement Date” has the meaning given such term under the Qualified Plan,
effective January 1, 2005.


 


R.            The term “Optional
Forms” has the meaning provided in Section 6.C.


 


S.             The term “Other
Death Benefit” has the meaning provided in Section 6.F.


 


T.            The term “Participant”
has the meaning provided in Section 4.


 


U.            The term “Plan” means the CBS Supplemental Executive
Retirement Plan, as in effect from time to time.  Part A of the Plan, which is attached
hereto and made a part hereof, shall apply to any portion of a Participant’s
Plan Benefit that was Deferred prior to January 1, 2005.  Part B of the Plan is set forth herein
and shall apply to any portion of a Participant’s Plan Benefit that is Deferred
on or after January 1, 2005. 
Certain provisions of this Part B apply as of certain earlier
effective dates as specified herein.


 


V.            The term “Plan
Benefit” has the meaning provided in Section 5.


 


W.           The term “Post-2004
Plan Benefit” means any portion of a Participant’s Plan Benefit that was
Deferred after December 31, 2004.


 


X.            The term “Pre-Retirement
Death Benefit” means the benefit described in Section 6.F(i).


 


Y.            The term “Qualified
Plan” means the CBS Pension Plan or the CBS Cash Balance Plan, as applicable.


 


Z.            The term “Section 409A
Grandfathered Benefit” has the meaning provided in Section 2.


 


AA.        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 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 3.AA, 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 3.AA
(including for purposes of determining the applicable 36-month (or shorter)
period).  For purposes of this Section 3.AA,
the Employer shall be considered to include 


 


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all members of the controlled group of corporations
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.


 


BB.          The term “Subsequent
Payment Election” has the meaning provided in Section 6.B.


 


CC.          The term “Transition Election” means a
Participant’s election made on or before December 31, 2008 in accordance
with IRS Notice 2007-86 and other applicable guidance under Code Section 409A
to designate the time at which the Participant’s Plan Benefit will commence.


 


4.                                     Eligibility.  The persons eligible to participate in the
Plan (“Participants”) are those employees of CBS and its subsidiaries who are
designated by the Committee, and whose benefit under the Qualified Plan is
limited by reason of the limitation on benefits or compensation which may be
taken into account under Code Section 415, or under Code Section 401(a)(l7),
or under any successor provisions.


 


Effective April l,
1999, notwithstanding any other provision of the Plan to the contrary, no
person who is hired or rehired after March 31, 1999 shall thereafter
participate in or accrue any benefit under the Plan.


 


5.                                     Computation
of Benefit.


 


A.            The benefit payable to a Participant under the Plan (the “Plan
Benefit”) shall be equal to the excess, if any, of (A) the Participant’s
benefit under the Qualified Plan determined by disregarding the benefit or
compensation limitation otherwise imposed by Code Sections 415 and 401(a)(17),
or any successor provisions (determined as of the Benefit Commencement Date of
the Post-2004 Plan Benefit, regardless of the actual commencement date of said
benefit), over (B) the Participant’s benefit payable under the Qualified
Plan (determined as of the Benefit Commencement Date of the Post-2004 Plan
Benefit, regardless of the actual commencement date of said benefit), taking
into account such benefit or compensation limitations, and for Participants of
the CBS Pension Plan only, disregarding such Participant’s status as a Highly
Compensated Employee during any calendar year after December 31, 2000.  The
Plan Benefit shall be computed in accordance with the foregoing using the
normal form of payment under the Qualified Plan with the objective that a
Participant should receive under the Qualified Plan and this Plan the total
amount which would otherwise have been payable to such Participant solely from
the Qualified Plan had the referenced Code Sections and Highly Compensated
Employee status, as applicable, not limited his benefit payments from the
Qualified Plan.


 


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B.            For purposes of clarity, a Participant’s Section 409A
Grandfathered Benefit shall be paid to the Participant at the same time and in
the same form as the Participant’s benefit under the Qualified Plan is paid.
The Participant’s Post-2004 Plan Benefit will be calculated as follows:


 


(i)            If the Participant’s
Post-2004 Plan Benefit is payable at the same time as the benefits described in
the first sentence of this Section 5.B, the Participant’s total Plan
Benefit shall be determined as provided in Section 5.A above.  The Participant’s Post-2004 Plan Benefit
shall be equal to the Participant’s total Plan Benefit, less the Participant’s Section 409A
Grandfathered Benefit (but not less than zero).


 


(ii)           If the Participant’s
Post-2004 Plan Benefit is not paid at the same time as the benefits described
in the first sentence of this Section 5.B, the amount payable to the
Participant as his Post-2004 Plan Benefit pursuant to this Part B of the
Plan shall be equal to the Participant’s total Plan Benefit determined as
provided in Section 5.A above, less the Participant’s Section 409A
Grandfathered Benefit (but not less than zero), subject to the following
additional criteria.  Both the
Participant’s total Plan Benefit and Section 409A Grandfathered Benefit
shall be determined as of the Benefit Commencement Date of the Participant’s
Post-2004 Plan Benefit, regardless of the actual commencement date of the
Participant’s said benefits.


 


C.            In no event shall a Participant’s annual compensation in
excess of $550,000 be taken into account for the purpose of determining the
amount of any benefit under the Plan; provided, however, that this Section 5.C.
shall not apply to compensation earned in any calendar year ending prior to January 1,
1999.


 


6.                                     Payment
of Plan Benefit.


 


A.            Time of Payment.


 


(i)            General.  Subject
to Subsections B, E and F of this Section 6, and except as provided in a
Participant’s Transition Election, the Post-2004 Plan Benefit payable to a
Participant shall commence as of the Participant’s Benefit Commencement Date,
provided that the first payment may be made up to 90 days after the later of (a) the
Participant’s 55th birthday, and (b) the Participant’s
Separation from Service.  If the first
payment is made after the Participant’s Benefit Commencement Date, such first
payment shall include any monthly payments that were due prior to such first
payment. Except as provided in Subsection B or a Participant’s Transition Election,
a Participant shall not have the right to designate the tax year in which such
Post-2004 Plan Benefits are payable.


 


(ii)           Special Rule for Separations
Prior to January 1, 2009.  Subject to Subsections B, E and F of this Section 6,
and except as provided in a Participant’s Transition Election, if a Participant
who experienced a Separation from Service prior to January 1, 2009, has
not reached age 55 prior to January 1, 2009 and has not commenced 


 


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the payment of his Plan Benefit prior to January 1,
2009, the Benefit Commencement Date of his Post-2004 Plan Benefit shall be his
55th birthday and the first payment shall be made
within 90 days of his Benefit Commencement Date. Subject to Subsections B, E
and F of this Section 6, and except as provided in a Participant’s
Transition Election, if a Participant who experienced a Separation from Service
prior to January 1, 2009, has not commenced the payment of his Plan
Benefit prior to January 1, 2009, but has reached age 55 prior to January 1,
2009, the Benefit Commencement Date of the Post-2004 Plan Benefit payable to
such Participant shall be July 1, 2010 and the first payment shall be made
within 90 days of his Benefit Commencement Date. If the first payment under
this Section 6.A(ii) is made after the Participant’s Benefit
Commencement Date, such first payment shall include any monthly payments that
were due prior to such first payment.


 


B.            Subsequent Payment Election.  A Participant may elect, on a written form (a
“Subsequent Payment Election”) acceptable to the Committee, to change the time
that Post-2004 Plan Benefit payments are to commence pursuant to Subsection A
of this Section 6, provided that any such election shall comply with the
requirements of Treasury Regulations Section 1.409A-2(b).  Any Subsequent Payment Election that
satisfies the preceding requirements shall be irrevocable when made but may be
superseded by one (but not more than one) Subsequent Payment Election that
satisfies the requirements set forth above.


 


C.            Form of Payment.  The normal form of Post-2004 Plan Benefit
payable to a Participant on his Benefit Commencement Date will be a Life
Annuity (as described below).  In lieu of
receiving the Post-2004 Plan Benefit in the normal form, at any time prior to
his Benefit Commencement Date, a Participant may elect, on a written form
acceptable to the Committee, to receive his or her Post-2004 Plan Benefit in
any one of the following forms (the “Optional Forms”), each of which are
Actuarially Equivalent to the Life Annuity:


 


(i)            Life Annuity – a monthly
benefit is paid to the Participant during his or her lifetime with no payment
made after the Participant’s death.


 


(ii)           10-Year Certain Annuity Option
– a reduced monthly benefit is paid to the Participant during his or her
lifetime.  If the Participant dies within
the first 10 years of payment, the reduced benefit will continue to the
Participant’s Beneficiary for the remainder of the 10-year term.


 


(iii)          15-Year Certain Annuity Option
- a reduced monthly benefit is paid to the Participant during his or her
lifetime.  If the Participant dies within
the first 15 years of payment, the reduced benefit will continue to the
Participant’s Beneficiary for the remainder of the 15-year term.


 


(iv)          Joint and 50% Survivor Annuity
Option – a reduced monthly benefit is paid to the Participant during his or
her lifetime.  Following the Participant’s
death, a joint annuitant selected by the Participant will receive monthly
benefits equal to 50% of the monthly benefit that was payable to the
Participant for the remainder of the joint annuitant’s lifetime.


 


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(v)           Joint and 75%
Survivor Annuity Option – a reduced monthly benefit is paid to the
Participant during his or her lifetime. 
Following the Participant’s death, a joint annuitant selected by the
Participant will receive monthly benefits equal to 75% of the monthly benefit
that was payable to the Participant for the remainder of the joint annuitant’s
lifetime.


 


(vi)          Joint and 100% Survivor Annuity
Option – a reduced monthly benefit is paid to the Participant during his or
her lifetime.  Following the Participant’s
death, a joint annuitant selected by the Participant will receive monthly
benefits equal to 100% of the monthly benefit that was payable to the
Participant for the remainder of the joint annuitant’s lifetime.


 


If a Participant elects an Optional Form that
provides for payments to a joint annuitant or Beneficiary, such joint annuitant
or Beneficiary shall be designated at the time the Participant elects such
Optional Form.


 


D.            Small Payment Cash-Out.  Notwithstanding any provision of the Plan to
the contrary but subject to Section 6.E, if on a Participant’s Benefit
Commencement Date, the Actuarially Equivalent lump sum present value of the
Participant’s Post-2004 Plan Benefit and the Participant’s post-2004 benefits
under any other plans with respect to which deferrals of compensation are
treated as having been Deferred under a single nonqualified deferred
compensation plan with the Plan under Treasury Regulation Section 1.409A-1(c)(2) (the
“Aggregate Benefit”) is less than $10,000, the Participant’s entire Aggregate
Benefit will be paid in such lump sum on the date the Participant’s Post-2004
Plan Benefit was otherwise scheduled to commence.


 


E.            Delayed Payments for Specified Employees.  Notwithstanding any provision of this Plan to
the contrary, if a Participant is a “specified employee,” determined pursuant
to procedures adopted by CBS in compliance with Code Section  409A,
on the date the Participant incurs a Separation from Service and if any portion
of the payments or benefits to be received by the Participant upon Separation
from Service would constitute a “deferral of compensation” subject to Code Section 409A,
then to the extent necessary to comply with Code Section 409A, amounts
that would otherwise be payable pursuant to this Plan during the six-month
period immediately following the Participant’s Separation from Service will
instead be paid on the earlier of (i) the first business day of the
seventh calendar month after the date of the Participant’s Separation from
Service, or (ii) the Participant’s death. 
Any
benefit payments delayed because of the preceding sentence shall be paid in a
lump sum on the date described in the preceding sentence.  Any benefit payments that are
scheduled to be paid more than six months after such Participant’s Separation
from Service shall not be delayed and shall be paid in accordance with the
schedule prescribed by Subsections A and B of this Section 6.


 


F.            Payments Upon Death.


 


(i)            Prior to Benefit Commencement
Date.  In the event that a
Participant dies prior to his Benefit Commencement Date, a benefit (the “Pre-Retirement



 


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Death Benefit”) will be payable to his Beneficiary
pursuant to the following provisions of this clause (i).


 


(A)                             Amount
of Pre-Retirement Death Benefit.  The
Pre-Retirement Death Benefit payable to the Beneficiary will be the benefit
that would have been payable to the Participant under the Plan had the
Participant retired on his date of death. 
The Pre-Retirement Death Benefit for a Participant of the CBS Pension
Plan who dies prior to age 55 and whose Continuous Employment Period on the date
of his death shall be five or more years but less than ten years, will be equal
to the benefit payable at his Normal Retirement Date, modified as follows:


 


(1)                                  unreduced
between the date he would have attained age 62 and his Normal Retirement Date,
if he had lived to such points in time;


 


(2)                                  reduced
at the rate of 4% for each year in the period between the date he would have
attained age 55 and the date he would have attained age 62, if he had lived to
such points in time; and


 


(3)                                  reduced
on the basis of Actuarially Equivalent factors for each year in the period
between the date of his death and the date he would have attained age 55, if he
had lived to such point in time.


 


(B)                               Time
and Form of Payment.  The
Pre-Retirement Death Benefit shall be paid to the Participant’s Beneficiary in
an Actuarially Equivalent single lump sum payment within 90 days after the date
of the Participant’s death.


 


(ii)          On or After Benefit Commencement
Date.  In the event a Participant
dies on or after the Benefit Commencement Date of his or her Post-2004 Plan
Benefit, Post-2004 Plan Benefits shall continue to a joint annuitant or
Beneficiary only if provided pursuant to the Optional Form under which the
Participant was receiving benefit payments in accordance with this Section 6; provided, however, that if the
Participant’s Beneficiary is a trust, the present value of any Post-2004 Plan
Benefits required to be paid to the Beneficiary following the Participant’s
death pursuant to the Optional Form under which the Participant was
receiving benefit payments in accordance with this Section 6 shall be paid
to the trust in a single lump sum payment within 90 days after the Participant’s
date of death.


 


(iii)         Other Death Benefits.  The following death benefits apply to CBS
Cash Balance Plan Participants:


 


(A)                             If
the Participant has elected to receive payment of his Post-2004 Plan Benefits
in the form of a Life Annuity and he dies on or after 


 


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his Benefit Commencement Date but before total
payments have been made to the Participant that equal the product of (i) 60
multiplied by (ii) the Participant’s monthly benefit, the balance of said
total payments will be payable in a single lump sum payment within 90 days
after the Participant’s date of death.


 


(B)                               If
the Participant has elected to receive payment of his Post-2004 Plan Benefits
in the form of a Joint and Survivor Annuity and both he and his joint annuitant
die on or after the Benefit Commencement Date but before total payments have
been made to the Participant and/or his joint annuitant that equal the product
of (i) 60 multiplied by (ii) the monthly benefit the Participant
would have received if he had elected to receive his Post-2004 Plan Benefit in
the form of a Life Annuity, the balance of said total payments will be payable
to the Participant’s Beneficiary in a single lump sum payment within 90 days
after the later of the Participant’s or his joint annuitant’s date of death.


 


7.                                     Nonforfeiture
of Benefit.  The amount of the benefit
accrued under the Plan by any Participant immediately before any (i) withdrawal
of approval as a Participant which was previously granted under Section 4
hereof, or (ii) termination or amendment pursuant to Section 10
hereof shall not be reduced by reason of any such event.


 


8.                                     Nonassignability
of Benefits.  Except as otherwise
required by law, neither any benefit payable hereunder nor the right to receive
any future benefit under this Plan may be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or a person eligible for any
benefits under this Plan becomes bankrupt, the interest under this Plan of the
person affected may be terminated by the Committee which, in its sole
discretion, may cause the same to be held or applied for the benefit of one or
more of the dependents of such person or make any other disposition of such
benefits that it deems appropriate.


 


9.                                     Funding.  The Plan shall be maintained as an unfunded
plan which is not intended to meet the qualification requirements of Code Section 401.  Establishment of the Plan will not create, in
favor of any Participant, any right or lien in or against any of the assets of
CBS.  Payments under the Plan shall be
made in cash from the general funds of CBS and no special or separate fund
shall be established and no segregation of assets shall be made to assure the
payment of benefits hereunder.  Nothing
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 CBS and any Participant or any other person, and CBS’s promise to make
payments hereunder shall at all times remain unfunded as to any Participant.


 


10.                               Termination;
Amendment.  CBS may, at any time, by
resolution of its Board of Directors, terminate or amend the Plan in such
respects as it shall deem advisable, provided, however, that except to the
extent required to comply with any changes in applicable law (including Code Section 409A),
Part A of this Plan may not be suspended, amended, 


 


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otherwise modified, or terminated without the consent
of each affected Participant who had attained age 55 at the “Effective Time,”
as such term is defined under the Agreement and Plan of Merger among
Westinghouse Electric Corporation, Group W Acquisition Corp. and CBS Inc.  Notwithstanding anything in the Plan to the
contrary, in the event of a termination of the Plan, the Committee, in its sole
and absolute discretion, shall have the right to change the time and form of
distribution of Participants’ Post-2004 Plan Benefits, including requiring that
the Actuarial Equivalent of Post-2004 Plan Benefits 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 Section 6.E
above with respect to specified employees, or to fail to comply with the
requirements of Code Section 409A.


 


11.                               Operation
and Administration.  The Plan shall
be administered by the Committee.  The
Committee shall have the authority, in its absolute discretion, to exclude from
the coverage of the Plan employees who would otherwise be eligible to be
Participants, and to include in the coverage of the Plan employees who would
not otherwise be eligible to be Participants. 
The Committee’s decision in all matters involving the interpretation and
application of the Plan shall be final and binding.  The Committee will establish such procedures
and requirements, as it shall deem necessary to administer the Plan.


 


12.                               Applicable
Law.  All questions pertaining to the
construction, validity, and effect of this Plan shall be determined in
accordance with the laws of the State of New York, to the extent not pre-empted
by Federal law.


 


13.                               Limitation
of Rights.  This Plan is a voluntary
undertaking on the part of CBS.  Neither
the establishment of the Plan nor the payment of any benefits hereunder, nor
any action of CBS, the Committee, or its designee shall be held or construed to
be a contract of employment between CBS and any Participant, or to confer upon
any person any legal right to be continued in the employ of CBS.  CBS expressly reserves the right to
discharge, discipline, or otherwise terminate the employment of any Participant
at any time.  Participation in this Plan
gives no right or claim to any benefits beyond those which are expressly
provided herein and all rights and claims hereunder are limited as set forth in
this Plan.


 


14.                               Severability.  In the event any provision of this Plan shall
be held illegal or invalid, or would serve to invalidate the Plan, that
provision shall be deemed to be null and void, and the Plan shall be construed
as if it did not contain that provision.


 


15.                               Heading,
Gender and Number.  The headings to
the Articles and Sections of this Plan are inserted for reference only, and are
not to be taken as limiting or extending the provisions hereof.  Unless the context clearly indicates to the
contrary, in interpreting this Plan, the masculine shall include the feminine,
and the singular shall include the plural.


 


16.                               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 


 


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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 CBS
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.


 


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