Exhibit 10(r)(ii)


 


CBS BONUS 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”) (formerly the CBS Supplemental Executive Retirement
Plan, SERP #1) 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 and by deterring such employees from engaging, after termination of
employment, in activities competitive to those of 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 on and before 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 it 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 it 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 “Eligibility Service” means (i) for an
individual who participates in the CBS Pension Plan, his Continuous Employment
Period, and (ii) for an individual who participates in the Cash Balance
Plan, the definition of “years of service” in the Cash Balance Plan.


 


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


 


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


 


O.           The term “Joint and Survivor Annuity” means one of the
Optional Forms described in Section 6.B.(4) through Section 6.B.(6).


 


P.            The
term “Life Annuity” means the Optional Form described in Section 6.B.(1).


 


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Q.           The
term “Optional Forms” has the meaning provided in Section 6.B.


 


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


 


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


 


T.            The term “Plan” means the CBS Bonus 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.


 


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


 


V.            The term “Points” has the meaning provided in the CBS
Cash Balance Plan.


 


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


 


Y.            The term “Recipient” has the meaning provided in Section 17.


 


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 1.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 1.AA
(including for purposes of determining the applicable 36-month (or shorter)
period).  For purposes of this Section 1.AA,
the Employer shall be considered to include all members of the controlled group
of corporations which includes the Company; 


 


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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
Participants in the CBS Pension Plan or the CBS Cash Balance Plan and whose
participation in the Plan has been expressly approved by the Committee, a
predecessor committee, or the Board of Directors of CBS.


 


Effective April 1, 1999:


 


A.           No Employee who becomes a participant under the CBS Cash
Balance Plan shall accrue any additional benefit under the Plan on or after the
effective date of such participation;


 


B.            No Employee who is hired or rehired after March 31,
1999 shall be eligible to participate in the Plan; and


 


C.            No individual other than an individual who was a
Participant on March 31, 1999, and who (i) was age 55 or older on March 31,
1999, or (ii) had 70 or more Points on March 31, 1999, shall be
eligible to accrue any additional benefits under the Plan after March 31,
1999.


 


5.                                     Computation
of Benefit.


 


A.           The retirement or termination benefit payable to a Participant
under the Plan (the “Plan Benefit”) shall be equal to the accrual percentage
otherwise provided in Section 3.02(b) of the CBS Pension Plan (or any
successor provision), which, as of January 1, 2009 is 1.7 percent,
multiplied by the Eligible Amount, as defined in Subsection  B of this Section  5,
and multiplied by the number of years of the Participant’s Continuous
Employment Period, up to a maximum of 35 years.


 


B.            The Eligible Amount shall be:


 


(1)           in the case of a Participant who has
been designated by the CBS Board of Directors, 100 percent of such
Participant’s cash awards under an annual CBS plan for additional compensation
(currently the CBS Short Term Incentive Plan), and


 


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(2)           in the case of all other
Participants, 50 percent of such Participant’s cash awards under such an
additional compensation plan.


 


C.            In the case of any Plan Benefit payable to a Participant
whose Benefit Commencement Date is prior to age 65, and after completion of 10
years of Eligibility Service, any amount payable will be reduced by 4% for each
year that the Participant’s Benefit Commencement Date precedes his attainment
of age 62.  In the case of any Plan
Benefit payable to a Participant whose Benefit Commencement Date is prior to
age 65 and prior to completion of 10 years of Eligibility Service, any amount
payable will be reduced on the basis of Actuarially Equivalent factors for each
year that the Participant’s Benefit Commencement Date precedes his attainment
of age 65.


 


D.           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.D., the
Participant’s total Plan Benefit shall be determined as provided in Section 5.A.
through Section 5.C. 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.D, 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 through Section 5.C 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.


 


6.                                     Payment
of Plan Benefit.


 


A.           Time of Payment.


 


(1)           General.  Subject
to Subsections B and E 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 


 


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have the right to designate the tax year in which such
Post-2004 Plan Benefits are payable.


 


(2)           Special Rule for Separations
Prior to January 1, 2009.  Subject to Subsections B and E 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 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 and E
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(2) 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:


 


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


 


(2)                                  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.


 


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(3)                                  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.


 


(4)                                  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.


 


(5)                                  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.


 


(6)                                  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 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 


 


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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.            Death On or After Benefit Commencement Date.


 


(1)          Benefits Under Optional Form of
Payment.  In the event a Participant
dies on or after his Benefit Commencement Date, 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.


 


(2)          Other Death Benefits.  The following death benefit shall 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 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.                                     Forfeiture
of Plan Benefit.


 


8













 


If any Participant, at any time during the period following his
Separation from Service, engages in the operation or management of a business,
whether as owner, partner, officer, employee, or otherwise, having a net worth
in excess of $5,000,000, which at such time is in competition with CBS or any
of its subsidiaries, any and all amounts which otherwise thereafter would be
due the Participant under the Plan shall be forfeited.


 


The determination
as to whether a Participant is engaged in the operation or management of
business having a net worth in excess of $5,000,000 and which is in competition
with CBS or any of its subsidiaries shall be made by the Committee in its
absolute discretion, and the decision of the Committee with respect thereto,
including its determination of the time at which the participation in such
competitive business commenced, shall be conclusive.  In determining whether or not to give its
consent under this Section 7, the Committee shall give consideration to
the circumstances under which the employment of the Participant terminated and,
if such termination resulted primarily from circumstances not within the
control of the Participant, the Committee shall grant such consent unless the
Committee shall find that there are compelling reasons for not doing so.


 


No Participant
shall be required to repay any Plan Benefits paid to him prior to the date on
which the Participant shall have received written notice that the Committee
shall have determined that the Participant has engaged in the operation or
management of a business having a net worth in excess of $5,000,000 and which
is in competition with CBS or any of its subsidiaries.


 


8.                                     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 by the Committee which was previously granted
under Section 4 hereof, (ii) withdrawal of entitlement to
100 percent of a Participant’s cash awards under an annual CBS plan for
additional compensation granted under Section 5.B(1) hereof or (iii) termination
or amendment pursuant to Section 11 hereof, shall not be reduced by reason
of any such event.


 


9.                                     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.


 


10.                               Funding.  The Plan shall be maintained as an unfunded
plan which is not intended to meet the qualification requirements of Section 401
of the Internal Revenue Code. 
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 


 


9













 


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.


 


11.                               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, 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.


 


12.                               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 shall
establish such procedures and requirements as
it shall deem necessary and appropriate to administer the Plan.


 


13.                               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.


 


14.                               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.


 


15.                               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.


 


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16.                               Headings,
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.


 


17.                               Incapacity.  If the Committee or its designee shall
determine that a Participant, terminated Participant, or any other person
entitled to a benefit under this Plan (the “Recipient”) is unable to care for
his affairs because of illness, accident, or mental or physical incapacity, or
because the Recipient is a minor, the Committee or its designee may direct that
any benefit payment due the Recipient be paid to his duly appointed legal
representative; or if no such representative is appointed, to the Recipient’s
spouse, child, parent, or other blood relative, or to a person with whom the
Recipient resides or who has incurred expense on behalf of the Recipient. Any
such payment so made shall be made at the same time and in the same form as
such payment would otherwise be made to the Recipient and shall be a complete
discharge of the liabilities of the Plan with respect to the Recipient.


 


18.                               Binding
Effect and Release.  All persons
accepting benefits under this Plan shall be deemed to have consented to the
terms of this Plan. Any final payment or distribution to any person entitled to
benefits under the Plan shall be in full satisfaction of all claims against the
Plan, the Committee or its designee and CBS arising by virtue of this Plan.


 


19.                               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 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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