Exhibit 10(f)


 


 


CBS EXCESS 401(k) 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 Excess 401(k) 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, it was amended and restated and renamed
the CBS Excess 401(k) Plan for Designated Senior Executives.


 


1.2           2009 Amendment and
Restatement.  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 adopted August 28, 2002 and the amendments made prior to October 3,
2004, applies to compensation that was Deferred prior to January 1, 2005
in accordance with the terms of those documents in effect from time to time
prior to 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 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 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 Excess 401(k) 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 Excess 401(k) Plan
by any Reporting Employee who was a participant in the CBS Excess 401(k) 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 Excess 401(k) 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 Excess 401(k) 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
Excess 401(k) 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 Compensation.  The Plan also provides that the Company will,
in certain instances, credit the Account of a Participant with an Employer
Match.


 


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 6.1
of the Plan.


 


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


 


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


 


2.4           The
term “Bonus” means any cash bonus paid under the 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 “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).


 


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


 


2.7           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.


 


2.8           The
term “Company” means CBS Corporation.


 


2.9           The
term “Compensation” means an Eligible Employee’s base pay for services rendered
to an Employer paid during such Employer’s payroll period, including all
pre-tax elective contributions made on behalf of an Eligible Employee either to
a “qualified cash or deferred arrangement” (as defined under Code Section 401(k) and
applicable regulations), a “cafeteria plan” (as defined under Code Section 125
and applicable regulations), or a “qualified transportation fringe” (as defined
under Code Section 132(f) and the applicable regulations) maintained
by an Employer, plus all overtime pay, commissions, hazard pay and shift
differential pay, but excluding (i) deferred compensation, (ii) additional
compensation of every other kind, including cash bonuses under the Company’s
Long Term Performance Plan, and (iii) any Bonus.  Compensation shall include salary or wages
that are characterized by Paramount Pictures Corporation as “Idle Day earnings”
and are paid to an Eligible Employee who is an Employee of Paramount Pictures
Corporation who is characterized as a “Production Auditor.”  


 


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“Compensation” shall be determined without taking into
account the limitations imposed by Code Section 401(a)(17).


 


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


 


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


 


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


 


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


 


2.14         The
term “Election Filing Date” means the date not later than the December 31
immediately preceding the first day of the applicable calendar year for which a
particular Deferral Election is made.


 


2.15         The
term “Eligible Employee” means an employee of an Employer (i) for whom the
sum of (a) the rate of annual base salary for a particular year and (b) actual
commissions received for the prior year, equals or is greater than the annual
compensation limit in effect under Code Section 401(a)(17) (as adjusted
from time to time by the Committee); and (ii) is designated by the
Committee as an employee who is eligible to participate in the Plan; and (iii) is
notified in writing (including by email or other electronic means) by the
Committee that he is eligible to participate in the Plan.  If an employee becomes an Eligible Employee
with respect to any calendar year, such employee shall remain an Eligible
Employee for all future calendar years; provided, however, that the Committee
may terminate such employee’s eligibility for the Plan with respect to a
calendar year if his annual base salary as of January 1 of such calendar
year is anticipated to be less than the amount in clause (i) in effect for
the calendar year in which such employee initially became an Eligible
Employee.  Notwithstanding the foregoing,
any employee who immediately prior to August 28, 2002 (i) was an eligible employee under the CBS Excess 401(k) Plan,
and (ii) was a Reporting Employee, became an Eligible Employee under this
Plan effective August 28, 2002.


 


2.16         The
term “Employer” means the Company and any affiliate or subsidiary that adopts
the Plan on behalf of its Eligible Employees, except as provided in Section 2.29.


 


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


 


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


 


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


 


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


 


2.21         The
term “Joint Payment Option Election” is defined in Section 7.1(b)(i).


 


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


 


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


 


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


 


2.25         The
term “Plan” means the CBS Excess 401(k) Plan for Designated Senior
Executives as set forth herein, and 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.


 


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


 


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


 


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


 


2.29         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 2.29, 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 2.29 (including
for purposes of determining the applicable 36-month (or shorter) period).  For purposes of this Section 2.29 and
notwithstanding Section 2.16, the “Employer” shall be considered to
include all members of the controlled group of corporations, trades or
businesses 


 


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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.


 


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


 


2.31         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 2.31
shall be interpreted in a manner consistent with Code Section 409A and
applicable provisions of the Treasury Regulations.


 


Section 3.  Participation.


 


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


 


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


 


(b)  Notwithstanding the foregoing, an employee
who first becomes an Eligible Employee during the course of a calendar year
beginning on or after January 1, 2005 shall make a Deferral Election within
30 days following the date the employee first becomes an Eligible Employee,
provided that such employee has not already become eligible to participate in
any other account balance plan of the Employer (as modified by Section 2.29)
that is required to be aggregated with this Plan under Code Section 409A.  Such Deferral Election shall be effective on
the date made and shall be effective with regard to Compensation earned during
the 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.


 


(c)  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 


 


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specify the percentage of a Participant’s Compensation
that is to be deferred under the Plan during the applicable calendar year.


 


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


 


3.3           Amount
of Elections.  Each Deferral Election filed by an
Eligible Employee must specify the amount of Excess Salary Reduction
Contributions in a whole percentage between 1% and 15% of the Participant’s
Compensation.


 


Section 4.  Employer Match.


 


An Employer Match calculated using the same
performance based formula that is used to credit matching contributions under
the CBS 401(k) Plan will be credited each payroll period to a Participant’s
Account with respect to the eligible portion of Excess Salary Reduction
Contributions to which an Employer Match has not previously been credited.  For this purpose, the eligible portion of a
Participant’s Excess Salary Reduction Contributions shall be limited to 5% of
such Excess Salary Reduction Contribution. 
The eligible portion of a Participant’s Excess Salary Reduction
Contributions for each calendar year shall be based on Compensation up to an
annual maximum amount of $750,000. 
Notwithstanding the foregoing, for any Participant who is also a
participant in the new Viacom 401(k) Plan and either the new Viacom Excess
401(k) Plan or the new Viacom Excess 401(k) Plan for Designated
Senior Executives after December 31, 2005, the maximum amount of
Compensation with respect to which an Employer Match will be made is limited to
$375,000.


 


Section 5.  Vesting


 


A Participant shall always be 100% vested in amounts
credited to his Account hereunder, other than amounts attributable to an
Employer Match.  A Participant’s Employer
Match (and earnings and losses thereon) will become vested according to the
following schedule:


 




	
   Years of Vesting
  Service

  	
   Vesting %

  
	
   Less than 1

  	
   0%

  
	
   1 but less than 2

  	
   20%

  
	
   2 but less than 3

  	
   40%

  
	
   3 but less than 4

  	
   60%

  
	
   4 but less than 5

  	
   80%

  
	
   5 or more

  	
   100%

  






 


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For purposes of this Section 5, Years of Vesting
Service will be determined in accordance with the provisions of the CBS 401(k) Plan.


 


Regardless
of a Participant’s Years of Vesting Service, such Participant will become 100%
vested in the Employer Match (and earnings or losses) upon reaching age 65
while an active employee with the Company or a subsidiary or affiliate, upon
retirement at or after an early retirement age (determined under the terms of
any tax-qualified defined benefit plan maintained by the Employer, as in effect
on January 1, 2009, in which he participates), upon death or upon
Disability.


 


Section 6.  Individual Account.


 


6.1           Creation
of Accounts.  The Company will establish and
maintain on its books a reserve Account in the name of each Participant.  Each Participant’s Account will be credited
with the amount of the Participant’s Excess Salary Reduction Contributions (and
earnings and losses thereon) and Employer Match (and earnings and losses
thereon), if any, made in all calendar years. 
A Participant’s Account will be divided into the following
subaccounts:  (i) a “Pre-2005
Subaccount” for amounts deferred by a Participant and vested for purposes of
Code Section 409A as of December 31, 2004 (and earnings and losses
thereon), and (ii) a “Post-2004 Subaccount” for amounts deferred by a
Participant and/or vested for purposes of Code Section 409A after December 31,
2004 (and earnings and losses thereon). 
Amounts in the Pre-2005 Subaccounts, which are intended to qualify for “grandfathered”
status, shall be subject to the terms and conditions specified in Part A
of the Plan as in effect prior to January 1, 2005.


 


6.2           Investments.  (a) 
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 and Matching Employer
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); provided, however, that a Participant’s
Employer Match is deemed to be notionally invested in the CBS Class B
Common Stock 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 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 Account becoming payable in the
following calendar year.  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 Account shall be
credited with earnings based on the rate of return in the Fixed Income Fund (or
any successor fund) beginning January 1st of
the calendar year following the calendar year in which the Participant
experiences a Separation from Service that results in the Participant’s Account
becoming payable 


 


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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 on January 31st of 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 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
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.


 


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


 


Section 7.  Payment.


 


7.1           Joint
Payment Option Election.  (a)  An Eligible Employee who has
not elected or been deemed to have elected a Joint Payment Option under any
other account balance plan that is required to be aggregated with 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 3.2, and in any event not
later than his initial Election Filing Date. 
Such Payment Election shall be effective as of such initial Election
Filing Date  and shall be
irrevocable.  A Joint Payment Option
elected pursuant to a Payment Election shall apply to all amounts credited to
the Participant’s Post-2004 Subaccount in 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 7.  If a Participant elects to receive Annual
Payments over a period of two or more years, such Annual Payments shall be made
in substantially equal annual payments, unless the Participant designates, at
the time of making his Joint Payment Option election, a specific percentage of
his Post-2004 Subaccount to be distributed in each year.  All specified percentages must be a whole
multiple of 10% and the total of all designated percentages must be equal to
100%.


 


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


 


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


 


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


 


Example
1: Assume that a Participant elects (or is deemed to elect) a
Joint Payment Option that provides for a single lump sum payment on the later
of (A) January 31st of the calendar year following the calendar
year in which he incurs a Separation from Service or (B) the first
business day of the seventh calendar month following the calendar month in
which the Participant experiences a Separation from Service, and the
Participant experiences a Separation from Service on March 15, 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 


 


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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.


 


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


 


7.3           Payment on Account of Participant’s
Death. If a Participant dies prior to his Separation from Service,
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 8.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 Excess Salary Reduction
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 sole 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 8 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 9.  Beneficiary Designation.


 


A
Participant’s beneficiary designation for this Plan will automatically be the
same as the Participant’s beneficiary designation recognized under the CBS 401(k) Plan,
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 


 


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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 10.  Nature of Interest of Participant.


 


Participation
in this Plan will not create, in favor of any Participant, any right or lien in
or against any of the assets of the Company or any Employer, and all amounts of
compensation deferred hereunder shall at all times remain an unrestricted asset
of the Company or the Employer.  A
Participant’s rights to benefits payable under the Plan are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, or
encumbrance.  All payments hereunder shall
be paid in cash from the general funds of the Company or applicable Employer
and no special or separate fund shall be established and no other segregation
of assets shall be made to assure the payment of benefits hereunder.  Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship, between any Employer and a
Participant or any other person, and the Company’s and each Employer’s promise
to pay benefits hereunder shall at all times remain unfunded as to the
Participant.


 


Section 11.  Administration.


 


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


 


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


 


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


 


(ii)                                  to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan, including without limitation, the right to
remedy possible ambiguities, inconsistencies, or omissions by a general rule or
particular decision;


 


(iii)                               to
adopt rules consistent with the Plan;


 


(iv)                              to
approve certain amendments to the Plan;


 


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


 


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


 


11.3         Claims Procedure.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          Provide that a Participant shall be provided, upon request
and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Participant’s claim for
benefits; and


 


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(iv)          Provide
for a review that takes into account all comments, documents, records, and
other information submitted by the Participant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.


 


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


 


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


 


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


 


(iii)          A statement that the Participant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Participant’s claim
for benefits; and


 


(iv)          A
statement describing any voluntary appeal procedures offered by the Plan and
the Participant’s right to obtain the information about such procedures and a
statement of the Participant’s right to bring an action under Section 502(a) of
ERISA.


 


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


 


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


 


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Section 12.  No Employment Rights


 


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


 


Section 13.  Amendment, Suspension, and Termination.


 


The
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 14.  Miscellaneous


 


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


 


14.2         Governing Law.  The provisions of the
Plan shall be governed by and construed in accordance with the laws of the
State of New York, to the extent not preempted by the laws of the United
States.


 


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


 


14.4         Code Section 409A.  To the extent applicable, it is intended that
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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