Exhibit 10(r)(v)


 


 


WESTINGHOUSE EXECUTIVE PENSION PLAN


 


 













 


WESTINGHOUSE
EXECUTIVE PENSION PLAN


 


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


 


Section 1.  Purpose, History, and Grandfathered Status.


 


(a)                                  Purpose and History. 
The former CBS Corporation (previously Westinghouse Electric
Corporation), established the Westinghouse Executive Pension Plan (the “Plan”)
in order to provide supplemental pension benefits for its eligible employees
and their beneficiaries.  Pursuant to the
Agreement of Merger dated September 6, 1999, former CBS Corporation merged
into Viacom Inc. effective as of May 4, 2000.  Viacom Inc. separated into two
publicly-traded companies on December 31, 2005, CBS Corporation (the “Company”)
and New Viacom, and the Company continues to maintain the Plan for eligible
employees of the Company and/or its subsidiaries and their beneficiaries.  The Plan has been established and is
maintained by the Company primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees.  The Plan was previously
amended and restated twice, effective as of May 4, 2000 and effective as
of December 31, 2005.


 


(b)                                 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 an Executive’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 an Executive’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 Executives 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 an
Executive’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, IRS Notices and other guidance issued thereunder, and such
interpretation shall govern the rights of an Executive with respect to that
period of time.


 


Section 2.  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)                                  “Affiliated Entity” means a subsidiary
company that is at least fifty percent (50%) owned by the Company or a partnership
or a joint venture in which the Company is at least a fifty percent (50%)
owner.  The term Affiliated Entity shall
also include all entities in the Controlled Group of each Employer.


 













 


(b)                                 The term “Aggregate Benefit” has the
meaning provided in Section 7(d).


 


(c)                                  “Average Annual Compensation” means the
amount equal to the sum of (x) plus (y), as defined below.  For purposes of this paragraph, (x) equals
12 times the average of the five highest monthly base salaries of Executive on
the ten consecutive December 1sts which immediately precede the earliest
of (i) the Executive’s date of death, (ii) the date of the Executive’s
Separation from Service, or (iii) the Executive’s Normal Retirement
Date.  For purposes of this paragraph, (y) equals
the average of the five highest annual incentive compensation awards, if any,
paid to the Executive under the Westinghouse Annual Incentive Programs or
equivalent annual program or programs during the ten consecutive years ending
with the earliest of (i) the year of the Executive’s death, (ii) the
year of the Executive’s Separation from Service, or (iii) the year of the
Executive’s Normal Retirement Date. In the case of an Eligible Affected
Employee, the Executive’s Effective Termination Date will be substituted for “Separation
from Service” in determining Average Annual Compensation.


 


(d)                                 The term “Beneficiary” means the
beneficiary designated under this Plan to
receive benefits upon the death of the Executive.  An Executive’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.


 


(e)                                  “Benefit Commencement Date” means, except
as provided below, the first day of the month immediately following the later
of (i) Executive’s Separation from Service, and (ii) Executive’s
attainment of age 55.  In the event an
Executive 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 Executive elected to have payment of his Post-2004 Plan Benefit
commence.


 


(f)                                    “Board” means the Board of Directors of
the Company.  The Board and any committee
of the Board may delegate any and all of its duties, authority, and discretion
under this Plan.


 


(g)                                 “Cash Balance Plan” means the CBS Cash
Balance Plan Document component of the CCPP, effective as of January 1,
2005 and as it may be amended from time to time thereafter.


 


(h)                                 “CCPP” means the CBS Combined Pension
Plan.


 


(i)                                     “Code” means the Internal Revenue Code of
1986, as amended.


 


(j)                                     “Committee” means the CBS Retirement
Committee or any successor thereto.  The
Committee may delegate any and all of its duties, authority, and discretion
under this Plan.


 


(k)                                  “Committees” means the Committee and the
Investments Committee.


 


(l)                                     “Company” means CBS Corporation and its
subsidiaries.  It shall also include any
successor to CBS Corporation by merger or the sale of substantially all of the
assets of CBS Corporation.  For periods
prior to May 4, 2000, the Company was the former CBS Corporation
(previously Westinghouse Electric Corporation). 
For the period May 4, 2000 to December 31, 2005, the Company
was the former Viacom Inc.


 


3













 


(m)                               “Controlled Group” means, with respect to
the Company: (a) any corporation which is a member of a controlled group
of corporations, within the meaning of Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(C) of the
Code, including the Company; (b) any trade or business under common
control with the Company, within the meaning of Section 414(c) of the
Code; (c) any employer which is included with the Company in an affiliated
service group, within the meaning of Section 414(m) of the Code; or (d) any
other entity required to be aggregated with the Company pursuant to regulations
under Section 414(o) of the Code.


 


(n)                                 “Credited Service” has the meaning
defined in (i) for an individual who  participates in the Group W Plan, the Group W Plan, (ii) for
an individual who participates in the Cash Balance Plan, either of the Group W
Plan or the WPP, depending upon whether the individual was most recently a
participant in the Group W Plan or the WPP prior to becoming a participant in
the Cash Balance Plan, and (iii) for an individual who is not described in
(i) or (ii) above, the WPP; provided that, for purposes of the Plan
it shall also include such service with a Designated Entity or Designated
Group; but it shall not include any “deemed” service which may be awarded under
a special retirement window or similar arrangements.


 


(o)                                 “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).


 


(p)                                 “Designated Entity” means an Affiliated
Entity or other entity that is designated by the Committees as participating in
the Plan.


 


(q)                                 “Designated Group” means a group of
employees that is designated by the Committees as participating in the Plan.


 


(r)                                    “Early Retirement Date” means:  (i) for an Executive who is a
participant in the WPP accruing Eligibility Service (and for any Executive not
described in (ii) below), the earlier of (1) attainment of age 60
with at least 10 years of Eligibility Service, or (2) attainment of age 58
with at least 30 years of Eligibility Service, or (ii) for an Executive
who is a participant in the Group W Plan or the Cash Balance Plan accruing
Eligibility Service, attainment of age 55 with at least 10 years of Eligibility
Service.


 


(s)                                  “Effective Termination Date” means the
date an Eligible Affected Employee Separates from Service with the Employer.


 


(t)                                    “Eligibility Service” has the meaning
defined in (i) for an individual who participates in the Group W Plan, the
Group W Plan, (ii) for an individual who participates in the Cash Balance
Plan, the definition of “years of service” in the Cash Balance Plan, and (iii) for
an individual who is not described in (i) or (ii) above, the WPP.


 


(u)                                 “Eligible Affected Employee” means an
Employee who qualified for restructuring benefits under Section 22 of the
WPP.


 


(v)                                 “Employee” has the meaning defined in (i) for
an individual who participates in the Group W Plan, the Group W Plan, (ii) for
an individual who participates in the Cash Balance 


 


4













 


Plan, the definition of “eligible employee” in the
Cash Balance Plan, and (iii) for an individual who is not described in (i) or
(ii) above, the WPP.


 


(w)                               “Employer” has the meaning defined in (i) for
an individual who participates in the Group W Plan, the Group W Plan, (ii) for
an individual who participates in the Cash Balance Plan, the Cash Balance Plan,
and (iii) for an individual who is not described in (i) or (ii) above,
the WPP.


 


(x)                                   “Equivalent Actuarial Value” means, with
respect to an Executive Pension Supplement, 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.


 


(y)                                 “Executive” means any Employee who (i) is
employed in a corporate grade 40 or above position or a comparable position
with an Employer, a Designated Entity or a Designated Group, or in a position
with an Employer, a Designated Entity or a Designated Group that is otherwise
determined by the chief executive officer of the Company or the Committees to
be eligible as an Executive position under the Plan based upon the duties and
responsibilities of the position, and (ii) has been notified in writing of
his eligibility to participate in the Plan.


 


By
participating in the Plan, an Executive is also deemed to be a “bona fide
executive” and/or “high policymaking employee,” as defined under the federal
Age Discrimination in Employment Act, as amended.


 


(z)                                   “Executive Benefit Service” means the
Executive’s total years of Eligibility Service if: (i) the Executive was
making the Maximum Contribution during each of those years; or (ii) the
Executive (1) was making the Maximum Contribution during each of those
years after the date he or she first became an Executive, and (2) has
complied with the provisions of the Executive Buy Back process (as set forth in
Appendix A of the Plan) as to those years prior to his or her first becoming an
Executive.  The Executive Benefit Service
of an Executive who did not make the Maximum Contribution during those years
prior to the date he or she first became an Executive and has not complied with
the Executive Buy Back process will be based solely on the period(s) of
Eligibility Service during which he or she made the Maximum Contribution.  An Executive will not be credited with any
additional Executive Benefit Service on or after the date his or her Executive
Pension Supplement is frozen pursuant to Section 3(a).


 


(aa)                            “Executive Pension Base” means the amount
determined by multiplying 1.47 percent times Average Annual Compensation times
the number of years of Executive Benefit Service accrued to the earliest of the
date of the Executive’s Separation from Service, the Executive’s Normal
Retirement Date or the date of the Executive’s death; or, in the case of an
Eligible Affected Employee, the Executive’s Effective Termination Date.  Also, in the case of an Eligible Affected
Employee, in the event that benefits commence under this Plan prior to age 65,
then the Executive Pension Base will be actuarially reduced by the same
percentage that the Executive’s benefit under the WPP would have been
actuarially reduced for life annuity benefits commenced at that time.  An Executive’s Executive Pension Base will be
frozen on the date his or her Executive Pension Supplement is frozen pursuant
to Section 3(a).


 


5













 


(bb)                          “Executive Pension Supplement” means the
pension calculated pursuant to Sections 4 and 5 of this Plan.  There will be no Executive Pension Supplement
payable if the Executive’s Qualified Plan Benefit equals or exceeds his or her
Executive Pension Base.  Section 3(a) sets
out rules under which certain Executives’ Executive Pension Supplements
are frozen.


 


(cc)                            “Group W Plan” means the Group W Plan
Document component of the CCPP, as in effect on January 1, 2005 and as it
may be amended from time to time thereafter.


 


(dd)                          “Investments Committee” means the CBS Investments
Committee or any successor thereto.  The
Investments Committee may delegate any and all of its duties, authority, and
discretion under this Plan.


 


(ee)                            “Joint and Survivor Annuity” means one of
the Optional Forms described in Section 7(c)(ii) through Section 7(c)(v).


 


(ff)                                “Life Annuity” means the Optional Form described
in Section 7(c)(i).


 


(gg)                          “Maximum Contribution” means:  (i) during such time as the Employee was
eligible to participate in the WPP or the Group W Plan, the maximum amount the
Employee was permitted to contribute to such plan, and (ii) during such
time as the Employee was employed by a Designated Entity or as part of a
Designated Group, the maximum amount the Employee was permitted to contribute,
if any, to that Designated Entity’s or Designated Group’s defined benefit
pension or Money Purchase Pension Plan, if any, or to such defined benefit
pension or Money Purchase Pension Plan, as was made available to employees of
said Designated Entity or Designated Group, if any.  In addition, in order to be deemed to have
made the Maximum Contribution during the period described in (ii) above,
the Employee must have paid the Company an amount of each of his or her annual
incentive compensation awards based on the maximum WPP or Group W Plan
contribution formula applied to 50% of said awards.


 


(hh)                          “Money Purchase Pension Plan” means a
defined contribution plan, as defined in Section 3(34) of the Employee
Retirement Income Security Act of 1974, as amended, that is subject to the
minimum funding requirements of Section 412 of the Code.


 


(ii)                                  “Normal Retirement Date” means, with
respect to an Executive, the later of (i) the first day of the month
following his 65th birthday, or (ii) the first day of the month following
his completion of 5 years of Eligibility Service.


 


(jj)                                  “Optional Forms” has the meaning provided
in Section 7(c).


 


(kk)                            “Permanent Job Separation” has the
meaning defined in (i) for an individual who participates in the WPP, the
WPP, (ii) for an individual who participates in the Group W Plan, the
Group W Plan, and (iii) for an individual who participates in the Cash
Balance Plan, either of the Group W Plan or the WPP, depending upon whether the
individual was most recently a participant in the Group W Plan or the WPP prior
to becoming a participant in the Cash Balance Plan.  An individual who never participated in the
WPP or the Group W Plan cannot have a Permanent Job Separation.


 


6













 


(ll)                                  “Plan” means this Westinghouse Executive
Pension 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 an Executive’s Executive Pension
Supplement that was Deferred prior to January 1, 2005.  Part B of the Plan is set forth herein
and shall apply to any portion of an Executive’s  Executive Pension Supplement 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.


 


(mm)                      “Points” has the meaning provided in the
CBS Cash Balance Plan.


 


(nn)                          “Post-2004 Plan Benefit” means any
portion of an Executive Pension Supplement that was Deferred after December 31,
2004.


 


(oo)                          “Qualified Plan Benefit” means (i) the
annual amount of pension the Executive is entitled to receive under the WPP,
the Group W Plan, the Cash Balance Plan, and any applicable defined benefit
pension plan of, or made available to employees of, a Designated Entity or
Designated Group based on Credited Service accumulated up to the earlier of the
Executive’s Separation from Service or death, (ii) the annual amount the
Executive is entitled to receive on a life annuity basis of an Equivalent
Actuarial Value for retirement benefits under any Money Purchase Pension Plan
of, or made available to employees of, a Designated Entity or Designated Group
upon the earlier of Separation from Service and death, and (iii) in any
case where service included in the Executive’s Eligibility Service also
entitles that Executive to benefits under one or more retirement plans (whether
a defined benefit or Money Purchase Pension Plan or both) of another company,
the annual amount the Executive is entitled to receive on a life annuity basis
of an Equivalent Actuarial Value for retirement benefits from those plans.  The Qualified Plan Benefit does not include
any early retirement pension supplement. 
An Executive’s Qualified Plan Benefit will not include any benefit
accrued on account of Credited Service on or after the Executive’s Executive
Pension supplement is frozen pursuant to Section 3(a).


 


(pp)                          “Retirement Eligible” means that the
Executive is accruing Eligibility Service and (i) has attained age 65 and
completed five or more years of Eligibility Service, (ii) has attained age
60 and completed 10 or more years of Eligibility Service, (iii) has
attained age 58 and completed 30 or more years of Eligibility Service, (iv) after
March 31, 1999, for Executives who are participants in the Group W Plan or
the Cash Balance Plan on or after such date, has attained age 55 and completed
10 or more years of Eligibility Service, or (v) has satisfied the
requirements for an immediate pension under the Special Retirement Pension
provisions of the WPP or Group W Plan.


 


(qq)                          “Section 409A Grandfathered Benefit”
has the meaning provided in Section 1.


 


(rr)                                “Separation from Service” means the
condition that exists when an Executive who is an Executive 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 Executive 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 Executive has been providing services to the Employer
for less than 36 months).  For purposes
of this Section 2(rr), for periods 


 


7













 


during which an Executive is on a paid bona fide leave
of absence and has not otherwise experienced a Separation from Service, the
Executive is treated as providing bona fide services at the level equal to the
level of services that the Executive would have been required to perform to
receive the compensation paid with respect to such leave of absence.  Periods during which an Executive 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(rr)
(including for purposes of determining the applicable 36-month (or shorter)
period).  For purposes of this Section 2(rr),
the Employer shall be considered to include 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.


 


(ss)                            “Special Retirement Date” means the first
day of the month following the month in which an Employee’s employment is
terminated as a result of a Permanent Job Separation.


 


(tt)                                The term “Subsequent Payment Election”
has the meaning provided in Section 7(b).


 


(uu)                          “Surviving Spouse” means the spouse of
an Executive on the date he or she dies.


 


(vv)                          “Transition Election” means an Executive’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 Executive Pension Supplement will commence.


 


(ww)                      “Westinghouse Annual Incentive Programs”
currently means the CBS Senior Executive Short Term Incentive Plan, the CBS
Short Term Incentive Plan, or any substantially similar annual program or
programs, and has previously encompassed the Westinghouse Annual Performance
Plan, the Westinghouse Annual Incentive Plan, and the former Westinghouse
By-law XVI Incentive Compensation Program.


 


(xx)                              “WPP” means the Westinghouse Pension Plan
Document component of the CCPP (or, for periods prior to the merger of the
Westinghouse Pension Plan into the CCPP, the Westinghouse Pension Plan), as in
effect on January 1, 2005 and as it may be amended from time to time
thereafter.


 


Section 3.  Eligibility for Benefits: Mandatory
Retirement.


 


(a)                                  No  New Participants: Benefit
Freeze.  No Executive will be
eligible to accrue any Executive Pension Supplement after March 31, 1999
unless such Executive had accrued an Executive Pension Supplement as of March 31,
1999, and no Employee rehired after March 31, 1999 will be eligible to
accrue any Executive Pension Supplement after such rehire.  In addition, no Executive who is a
participant in the Group W Plan or the Cash Balance Plan on or after March 31,
1999 (or on a later date that immediately precedes participation in the Group W
Plan or the Cash Balance Plan) shall be eligible to accrue any additional Executive
Pension 


 


8













 


Supplement after March 31, 1999 (or such later
date described above), unless such Executive: (i) is age 55 or older on March 31,
1999, or (ii) has 70 or more Points.


 


(b)                                 General.  Subject to Section 9 and all other provisions of
this Plan, each Executive will be entitled to the benefits of this Plan on or
after a Separation from Service from the Company, an Employer, a Designated
Entity or a Designated Group, provided that such Executive:  (i) has been employed in a position that
meets the definition of Executive for five or more continuous years immediately
preceding the earlier of the date of the Executive’s Separation from Service or
the Executive’s Normal Retirement Date; (ii) has made the Maximum
Contribution during each year of Eligibility Service from the date he or she
first became an Executive until the earliest of his or her date of death, the
date of his or her Separation from Service or Normal Retirement Date; (iii) is
a participant in the WPP, Group W Plan, or Cash Balance Plan, or in the defined
benefit or Money Purchase Pension Plan of, or made available to employees of, a
Designated Entity or Designated Group, if any; and (iv) is Retirement
Eligible on the date of Separation from Service with the Company, an Employer,
a Designated Entity or a Designated Group or, in the case of a Surviving Spouse
benefit, satisfies the requirements for benefits under Section 5 of the
Plan.


 


Notwithstanding the
preceding paragraph, any Executive who (I) was a participant in the Group
W Plan or the Cash Balance Plan on March 31, 1999, and (II) on March 31,
1999, had satisfied the eligibility requirements under (ii) above (by
treating March 31, 1999 as the Separation from Service date), need not thereafter
satisfy the qualification requirements under (i), (iii), and (iv) above to
receive an Executive Pension Supplement. Similarly, any Executive who (I) was
a participant in the Group W Plan or Cash Balance Plan after March 31,
1999, and (II) on the date immediately preceding such participation date,
satisfied the eligibility requirements under (ii) above (by treating the
date immediately preceding the participation date as the Separation from
Service date), need not thereafter satisfy the qualification requirements under
(i), (iii), and (iv) above to receive an Executive Pension Supplement.


 


(c)                                  Mandatory Retirement.  Pursuant to this Plan, the Company, an Employer, or
any Affiliated Entity shall be entitled, at its option, to retire any Executive
who has attained sixty-five years of age and who, for the two-year period
immediately before his or her retirement, has participated in this Plan, if
such Executive is entitled to an immediate non-forfeitable annual retirement
benefit from a pension, profit-sharing, savings or deferred compensation plan,
or any combination of such plans, of the Company, an Employer, or any
Affiliated Entity which equals, in the aggregate, at least $44,000.  The calculation of such $44,000 (or greater)
amount shall be performed in a manner consistent with 29 U.S.C.A. Section 631(c)(2)..


 


Section 4.  Calculation of Executive Pension Supplement.


 


(a)                                  Amount of Supplement for Executives Who
Separate from Service On or After an Early, Normal, or Special Retirement
Date.  The Executive Pension Supplement for an Executive who
satisfies the eligibility rules of Section 3 of the Plan and who
experiences a Separation from Service on or after an Early, Normal or Special
Retirement Date shall be calculated as follows:


 


9


 










 


(i)                                     If
the Executive (1) has attained age 60 and completed 10 or more years of
Eligibility Service, (2) has attained age 65, or (3) has satisfied
the eligibility requirements for an immediate pension under the Special
Retirement Pension provisions of the WPP or Group W Plan, the Executive Pension
Supplement is determined by subtracting the Executive’s Qualified Plan Benefit
that would be payable if he or she elected a life annuity option (after any
reduction for early retirement, if applicable), commencing on the Benefit
Commencement Date, from his or her Executive Pension Base.


 


(ii)                                  If
the Executive has not met the requirements of Section 4(a)(i) above
but has attained age 58 and completed 30 or more years of Eligibility Service,
the Executive Pension Supplement is determined by subtracting the Executive’s
Qualified Plan Benefit that would be payable if he or she elected a life
annuity option (before any reduction for retirement prior to age 60),
commencing on the Benefit Commencement Date, from his or her Executive Pension
Base.


 


(iii)                               If
the Executive has not met the requirements of Section 4(a)(i) or Section 4(a)(ii) above,
but is a participant in the Group W Plan or the Cash Balance Plan on or after March 31,
1999, has attained age 55, and has completed 10 or more years of Eligibility
Service (but not as many as 30 years of Eligibility Service), the Executive
Pension Supplement is a benefit having the Equivalent Actuarial Value as the
benefit that would have been paid under Section 4(a)(i) above if the
Executive had qualified for an Executive Pension Supplement commencing at age
60 under such Section.


 


(iv)                              If
the Executive has not met the requirements of Section 4(a)(i), Section 4(a)(ii),
or Section 4(a)(iii) above, but is an Executive who is a participant
in the Group W Plan or the Cash Balance Plan on or after March 31, 1999,
has attained age 55, and has completed 30 or more years of Eligibility Service,
the Executive Pension Supplement is the benefit having the Equivalent Actuarial
Value as the benefit that would have been paid under Section 4(a)(ii) above
if the Executive had qualified for an Executive Pension Supplement commencing
at age 58 under such Section.


 


(b)                                 Amount of Supplement for Executives Who Separate from
Service Before Early, Normal, or Special Retirement Date.  The Executive Pension Supplement
payable to an Executive who satisfies the eligibility rules of Section 3
of the Plan who experiences a Separation from Service before his or her Early,
Normal, or Special Retirement Date shall be calculated as follows:  the Executive Pension Supplement is
determined by subtracting the Executive’s Qualified Plan Benefit that would be
payable (determined without regard to whether the Executive is vested in his or
her Qualified Plan Benefit) if he or she elected a life annuity option (before
any reductions for retirement prior to age 65), commencing on the Benefit
Commencement Date, from his or her Executive Pension Base.  For a benefit commencing prior to age 65, the
benefit shall have the Equivalent Actuarial Value as the benefit determined in
the preceding sentence commencing at age 65.


 


(c)                                  Computation of Post-2004 Plan Benefit.  For purposes of clarity, an
Executive’s Section 409A Grandfathered Benefit shall be paid to the
Executive at the same time and in the same form of payment as the Executive’s
Qualified Plan Benefit is paid. The Executive’s Post-2004 Plan Benefit will be
calculated as follows:


 


10













 


(i)                                     If
the Executive’s Post-2004 Plan Benefit is payable at the same time as the
benefits described in the first sentence of this Section 4(c), the
Executive’s total Executive Pension Supplement shall be determined as provided
in Section 4(a) or (b) above. 
The Executive’s Post-2004 Plan Benefit shall be equal to the Executive’s
total Executive Pension Supplement, less the Executive’s Section 409A
Grandfathered Benefit (but not less than zero).


 


(ii)                                  If
the Executive’s Post-2004 Plan Benefit is not paid at the same time as the
benefits described in the first sentence of this Section 4(c), the amount
payable to the Executive as his Post-2004 Plan Benefit pursuant to this Part B
of the Plan shall be equal to the Executive’s total Executive Pension
Supplement determined as provided in Section 4(a) or (b) above,
less the Executive’s Section 409A Grandfathered Benefit (but not less than
zero), subject to the following additional criteria.  Both the Executive’s total Executive Pension
Supplement and 409A Grandfathered Benefit shall be determined as of the Benefit
Commencement Date of the Executive’s Post-2004 Plan Benefit, regardless of the
actual commencement date of the Executive’s said benefits.


 


Section 5. 
Death in Active Service.


 


(a)                                  Eligibility For an Immediate Benefit.  If an Executive dies in active service
and, on his or her date of death, satisfies the requirements of the Surviving
Spouse Benefit for Death Before Retirement provisions of the WPP (or, for
participants in the Group W Plan or the Cash Balance Plan, of the Group W Plan)
and satisfies the requirements of Section 3(b)(ii) and (iii) at
the time of death, a benefit shall also be payable to his or her Surviving
Spouse under this Plan if his or her Executive Pension Base exceeds his or her
Qualified Plan Benefit determined as of the date of death.  The duration portion of the requirement of Section 3(b)(i) of
the Plan that the Executive be employed in a position that meets the definition
of Executive for five or more continuous years is waived in this case.


 


The Surviving Spouse benefit under this Section 5(a) shall be
the Executive Pension Supplement reduced in the same manner as under Section 8.C
of the WPP (or, for participants in the Group W Plan or the Cash Balance Plan, Section 8.C
of the Group W Plan).  For purposes of
this paragraph, the Executive Pension Supplement shall be calculated as
follows:


 


(i)                                     If
the Executive had attained age 60 or if the Executive had completed 30 years of
Eligibility Service as of the date of death, the Executive Pension Supplement
would be calculated as described in Section 4(a)(i) or (ii), as
applicable; or


 


(ii)                                  If
the Executive did not meet either of the requirements set forth in subparagraph
(i) above, the Executive Pension Supplement would be 80% of the difference
between the Executive Pension Base and the unreduced Qualified Plan Benefit
determined as of the date of death.


 


(b)                                 Eligibility for a Deferred Benefit.  If an Executive dies in active
service and at the time of death, the Executive does not satisfy the
requirements of Section 5(a) above but does satisfy the requirements
of the Surviving Spouse Benefit for Certain Vested Employees


 


11













 


provisions of the WPP, and also satisfies the requirements of Section 3(b)(ii) and
(iii), a Surviving Spouse benefit shall also be payable under this Plan if his
or her Executive Pension Base exceeds his or her Qualified Plan Benefit as of
the date of death.  The duration portion
of the requirement of Section 3(b)(i) of the Plan that the Executive
be employed in a position that meets the definition of Executive for five or
more continuous years is waived in this case.


 


The Surviving Spouse benefit under this Section 5(b) shall be
the Executive Pension Supplement reduced in the same manner as under Section 9.C
of the WPP (or, for participants in the Group W Plan or the Cash Balance Plan, Section 9.C
of the Group W Plan).  For purposes of
this paragraph, the Executive Pension Supplement shall be calculated by
subtracting the Executive’s Qualified Plan Benefit (before any reductions)
determined as of the date of death from his or her Executive Pension Base.


 


(c)                                  Computation of Post-2004 Benefit.  For purposes of clarity, an
Executive’s Section 409A Grandfathered Benefit shall be paid to the
Executive at the same time and in the same form of payment as the Executive’s
Qualified Plan death benefit is paid. The Executive’s Post-2004 Plan Benefit
will be calculated as follows:


 


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


 


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


 


Section 6. 
Death On or After Benefit Commencement Date.


 


If an Executive dies on or after his Benefit Commencement Date, the
following death benefit shall apply:


 


(1)                                  If
the Executive 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 Executive that equal the
product of (i) 60 multiplied by (ii) the Executive’s monthly benefit,
the balance of


 


12













 


said total payments will be
payable in a single lump sum payment within 90 days after the Executive’s date
of death.


 


(2)                                  If
the Executive 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 Executive 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
Executive’s Beneficiary in a single lump sum payment within 90 days after the
later of the Executive’s or his joint annuitant’s date of death.


 


Section 7. 
Payment of Benefits.


 


(a)                                  Time of Payment.


 


(i)                                     General.  Subject
to Subsections (b), (e) and (f) of this Section 7, and except as
provided in an Executive’s Transition Election, the Post-2004 Plan Benefit
payable to an Executive shall commence as of Executive’s Benefit Commencement
Date, provided that the first payment may be made up to 90 days after the later
of (a) the Executive’s 55th birthday, and (b) the Executive’s
Separation from Service.  If the first
payment is made after the Executive’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 7(b) or an Executive’s
Transition Election, an Executive 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 7, and except as
provided in an Executive’s Transition Election, if an Executive 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), (e) and
(f) of this Section 7, and except as provided in an Executive’s
Transition Election, if an Executive 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 Executive 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 7(a)(ii) is made after the Executive’s Benefit
Commencement Date, such first payment shall include any monthly payments that
were due prior to such first payment.


 


(b)                                 Subsequent Payment Election.  An Executive 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 7, provided


 


13













 


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 an Executive 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,
an Executive 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 of Equivalent Actuarially value to
the Life Annuity:


 


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


 


(ii)                               Joint
and 50% Survivor Annuity Option – an Executive (other than an
Executive who is a participant in the WPP) is eligible for a reduced monthly
benefit paid to the Executive during his or her lifetime.  Following the Executive’s death, a joint
annuitant selected by the Executive will receive monthly benefits equal to 50%
of the monthly benefit that was payable to the Executive for the remainder of
the joint annuitant’s lifetime.


 


(iii)                            Joint
and 55% Survivor Annuity Option –an Executive who is a
participant in the WPP is eligible for a reduced monthly benefit paid to the
Executive during his or her lifetime. 
Following the Executive’s death, a joint annuitant selected by the
Executive will receive monthly benefits equal to 55% of the monthly benefit
that was payable to the Executive for the remainder of the joint annuitant’s
lifetime.


 


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


 


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


 


14













 


(vi)                            10-Year
Certain Annuity Option – an Executive (other than an Executive who is a
participant in the WPP) is eligible for a reduced monthly benefit paid to the
Executive during his or her lifetime.  If
the Executive dies within the first 10 years of payment, the reduced benefit
will continue to the Executive’s Beneficiary for the remainder of the 10-year
term.


 


(vii)                         15-Year
Certain Annuity Option – an Executive (other than an Executive who is a
participant in the WPP) is eligible for a reduced monthly benefit paid to the
Executive during his or her lifetime.  If
the Executive dies within the first 15 years of payment, the reduced benefit
will continue to the Executive’s Beneficiary for the remainder of the 15-year
term.


 


If an Executive 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 Executive elects such Optional Form.


 


(d)                                 Small Payment Cash-Out. 
Notwithstanding any provision of the Plan to the contrary but subject to
Section 7(e), if on an Executive’s Benefit Commencement Date, the lump sum
Equivalent Actuarial value of the Executive’s Post-2004 Plan Benefit and the
Executive’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 Executive’s entire Aggregate Benefit will be paid in such lump sum
on the date the Executive’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 an Executive is a “specified employee,” determined pursuant to
procedures adopted by the Company in compliance with Code Section  409A,
on the date the Executive incurs a Separation from Service and if any portion
of the payments or benefits to be received by the Executive 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 Executive’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 Executive’s Separation from
Service, or (ii) the Executive’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 Executive’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 7.


 


(f)                                    Surviving Spouse Benefit. 
If a Post-2004 Plan Benefit is payable to a Surviving Spouse pursuant to
Section 5 of the Plan, such Post-2004 Plan Benefit shall be paid to the
Surviving Spouse in a single lump sum payment of Equivalent Actuarial value
within 90 days after the date of the Executive’s death.


 


15













 


Section 8. 
Plan Costs.


 


Benefits payable under the Plan and any expenses in connection therewith
will be paid by the Company to the extent they are not available to be paid from
any trust fund established by the Company to help defray the costs of providing
Plan benefits.  Any trust fund so
established will be owned by the Company and subject to the claims of creditors
of the Company.


 


Section 9. 
Conditions to Receipt of Executive Pension Supplement.


 


Payments of benefits under this Plan to Executives are subject to the
condition that the recipient shall not engage directly or indirectly in any
business which is at the time competitive with any business or part thereof, or
activity then conducted by, the Company, any of its subsidiaries or any other
corporation, partnership, joint venture or other entity of which the Company
directly or indirectly holds a 10% or greater interest (together, the “Extended
Company”) in the area in which such business, or part thereof, or activity is
then being conducted by the Extended Company, unless such condition is
specifically waived with respect to such recipient by the Board.  Breach of the condition contained in the
preceding sentence shall be deemed to occur immediately upon an Executive’s
engaging in competitive activity. 
Payments suspended for breach of the condition shall not thereafter be
resumed whether or not the Executive terminates the competitive activity.  A recipient shall be deemed to be engaged in
such a business indirectly if he or she is an employee, officer, director,
trustee, agent or partner of, or a consultant or advisor to or for, a person,
firm, corporation, association, trust or other entity which is engaged in such
a business or if he or she owns, directly or indirectly, in excess of five
percent of any such firm, corporation, association, trust or other entity.  The ongoing condition of this Section 9
shall not apply to an Executive age 65 or older.


 


Section 10. 
Administration.


 


(a)                                  Committee.  This
Plan shall be administered by the Committee. 
The Committee shall have the right to make reasonable rules from
time to time regarding the Plan; such rules shall be consistent with the
policy provided herein.  The Committee shall
have full and absolute discretion and authority to control and manage the
operation and administration of the Plan, and to interpret and apply the terms
of the Plan.


 


(b)                                 Appointment of Trustee. 
The Board may authorize the establishment of one or
more trusts and the appointment of a trustee or trustees (“Trustee”) to hold
any and all assets of the Plan in trust. 
No amounts shall be transferred to a trust for payments of any amount
under this Plan if, pursuant to Section 409A(b)(3)(A) of the Code, such
amount would, for purposes of Section 83 of the Code, be treated as
property transferred in connection with the performance of services.


 


(c)                                  Claims Procedures.


 


(i)                                     Claims for Benefits.  Each
person (including any Executive or Surviving Spouse) may file a claim with the
Committee for any benefit to which that person believes he is entitled under
this Plan, in accordance with procedures established by the Committee.


 


16













 


Generally, the Committee is required to decide each claim within ninety
(90) days of the date on which the claim is filed.  If special circumstances require a longer
period for adjudication, the Committee must notify the claimant in writing of
the reasons for an extension of time, and the date by which the Committee will
decide the claim, before the ninety (90) day period expires.  Extensions beyond ninety (90) days after the
expiration of the initial ninety (90) day period are not permitted. If the Committee
does not notify the claimant of its decision to grant or deny a claim within
the time specified by this Section, the claim will be deemed to have been
denied and the appeal procedure described in paragraph (c)(iii) below will
become available to the claimant.


 


(ii)                                  Notice of Denial.  If
the Committee denies a claim for benefits under the Plan, the claimant will
receive a written notice that explains:  (A) the
specific reason for the denial, including specific reference to pertinent Plan
provisions on which the denial is based; (B) any additional information or
material necessary to perfect a claim, with an explanation of why such material
is necessary, if any information would be helpful or appropriate to further
consideration of the claim; and (C) the steps to be taken if the claimant
wishes to appeal, including the time available for appeal.


 


(iii)                               Appeal of Denied Claims for Benefits.  Claimants must submit a written
request appealing the denial of a claim within sixty (60) days after receipt of
notice described by paragraph (c)(ii). 
Claimants may review all pertinent documents, and submit issues and
comments in writing.  The Committee will
provide a full and fair review of all appeals from denial of a claim for
benefits, and their decision will be final and binding.


 


The decision of the Committee ordinarily will be given within sixty (60)
days after receipt of a written request for appeal, unless special
circumstances require an extension (such as for a hearing).  If an extension of time for appeal is
necessary, the claimant will receive written notice of the extension before the
sixty (60) day period expires.  The
decision may not be delayed beyond one-hundred twenty (120) days after receipt
of the written request for appeal. 
Notice of the decision on appeal will be provided in writing, and will
explain the basis for the decision, including reference to applicable
provisions of the Plan, in a manner calculated to be understood by the person
who appealed the denial of a claim.


 


(iv)                              Exhaustion of Remedies. 
No  legal
action for benefits under the Plan may be brought unless and until the
following steps have occurred:  (A) the
claimant has submitted a written application for benefits in accordance with
paragraph (c)(i); (B) the claimant has been notified that the claim has
been denied, as provided by paragraph (c)(ii); (C) the claimant has filed
a written request appealing the denial in accordance with paragraph (c)(iii);
and (D) the claimant has been notified in writing that the Committee has
denied the claimant’s appeal, or the Committee has failed to act on the appeal
within the time prescribed by paragraph (c)(iii).


 


(v)                                 Legal Action for Benefits. 
No  legal
action for benefits under the Plan may be brought more than one year after the
time described in paragraph (c)(iv) above.


 


17













 


Section 11. 
Modification or Termination.


 


(a)                                  Right to Amend, Suspend, or Terminate.  The Company reserves the right,
at any time and from time to time, without notice, to suspend or terminate the
Plan or to amend, in whole or in part, any and all provisions of the Plan,
acting as follows:


 


(i)                                     The
Board may suspend the Plan, terminate the Plan, or adopt Plan amendments that
amend any and all provisions of the Plan in whole or in part;


 


(ii)                                  The
Compensation Committee of the Board may adopt Plan amendments that amend any
and all provisions of the Plan in whole or in part;


 


(iii)                               The
Committees may adopt Plan amendments that amend any and all provisions of the
Plan in whole or in part, provided that no amendments may be adopted by the
Committees that would materially change any Plan benefits or materially
increase the costs of the Plan; and


 


(iv)                              The
Committee may adopt Plan amendments that relate solely to the administration of
the Plan and do not materially change any Plan benefits or materially increase
the costs of the Plan.


 


Any such change, termination or suspension shall be effective at such
time as is specified by the Board, the Compensation Committee, the Committee,
or the Committees, as applicable, or, if no such time is so specified, upon the
adoption thereof.


 


(b)                                 Limitations on Amendment or Termination.  Notwithstanding the above, no
such change or termination may adversely affect (i) the benefits of any
Executive who retires prior to such change or termination or (ii) the
right of any then current Executive to receive upon retirement (or to have a
Surviving Spouse or beneficiary receive upon the Executive’s death), an
Executive Pension Supplement, calculated as of the effective date of such
change or termination, under the Plan provided that the Executive meets the
following two conditions:  (1) at
the time of such change or termination the Executive has vested pension
benefits under the WPP, the Group W Plan, the Cash Balance Plan, or any
applicable defined benefit or Money Purchase Pension Plan of a Designated
Entity or Designated Group, and (2) at the date of such change or
termination and at the date of actual retirement or death the Executive has
occupied, for the then required period next preceding such dates, a position
that meets the definition of Executive in Section 2(y) of this Plan
as in effect at the date of such change or termination.  Notwithstanding anything in the Plan to the
contrary, in the event of a termination of the Plan, the Company, in its sole
and absolute discretion, shall have the right to change the time and form of
distribution of Executives’ Post-2004 Plan Benefits, including requiring that
the Equivalent Actuarial value 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 7(e) above with respect to specified employees, or to
fail to comply with the requirements of Code Section 409A.


 


18










 


Section 12.  Miscellaneous.


 


(a)                                  Limitations on Alienation. 
No Executive, former Executive or Surviving Spouse
shall have the right to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or otherwise subject to lien any of the benefits provided under this
Plan.  Such rights may not be subject to
the debts, contracts, liabilities, engagements or torts of the Executive,
former Executive or Surviving Spouse of an Executive.


 


(b)                                 Incompetent Beneficiaries. 
If, in the opinion of the Company, a person to whom
a benefit is payable is unable to care for his or her affairs because of
illness, accident or any other reason, any payment due the person, unless prior
claim therefore shall have been made by a duly qualified guardian or other duly
appointed and qualified representative of such person, may be paid to some
member of the person’s family, or to some other party who, in  the opinion of the Company, has incurred
expense for such person.  Any such
payment shall be a payment for the account of such person, shall be made at the
same time and in the same form as such payment would otherwise be made to such
person, and shall be a complete discharge of the Company’s liability under this
Plan.


 


(c)                                  No Additional Rights Created.  The Company, in adopting and maintaining
this Plan, shall not be held to create or vest in any Executive or any other
person any interest, pension or benefits other than the benefits specifically
provided herein, or to confer upon any Executive the right to remain in the
service of the Company or any Affiliated Entity.


 


Section 13.  Creditors’ Claims.


 


Any assets purchased by the Company to provide benefits under this Plan
shall at all times remain subject to the claims of general creditors of the
Company and any Executive, former Executive or Surviving Spouse of an Executive
participating in the Plan has only an unsecured promise to pay benefits from
the Company.


 


Section 14.  Governing Law.


 


To the extent not preempted by federal law, the laws of the State of New
York shall govern the construction and administration of the Plan.


 


Section 15.  Severability.


 


If any provision of this Plan or the application thereof to any
circumstance or person is held to be invalid by a court of competent
jurisdiction, the remainder of the Plan and the application of such provision
to other circumstances or persons shall not be affected thereby.


 


Section 16.  Authority to Expand Benefits.


 


The Board or the Compensation Committee of the Board may, from time to
time and without notice, by resolution of the Board or of the Compensation
Committee of the Board, authorize the payment of new benefits or expand the
benefits otherwise payable or to be payable hereunder to any one or more
individuals.  The Board and the Compensation
Committee shall


 


19













 


each have the right to delegate authority to take any action that they
may take under this Section 16 of the Plan within such limits as they each
may approve from time to time.


 


Section 17.  Code Section 409A.


 


To the extent applicable, it is intended that Part B of 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 Part B
shall be administered and interpreted in a manner consistent with this
intent.  If any provision of this Part B
is susceptible of two interpretations, one of which results in the compliance
of the Plan with Code Section 409A and the applicable Treasury
Regulations, and one of which does not, then the provision shall be given the
interpretation that results in compliance with Code Section 409A and the
applicable Treasury Regulations. 
Notwithstanding the foregoing or any other provision of this Plan to the
contrary, neither the Company nor any of its subsidiaries or affiliates shall
be deemed to guarantee any particular tax result for any Executive, spouse, or
beneficiary with respect to any payments provided hereunder.


 


20













 


APPENDIX A


 


EXECUTIVE BUY
BACK


 


The Executive Buy Back process permits newly eligible Executives to “buy
back” past years of Executive Benefit Service under the Plan for periods of
time during which they did not make the Maximum Contribution.


 


If an Employee did not make the Maximum Contribution during each of the
years of his or her Eligibility Service prior to the time he or she first
became an Executive, the Employee will be permitted to pay an amount equal to
the Maximum Contributions that would have been payable during the ten years
prior to the date he or she first became an Executive (or such lesser period
from the later of January 1, 1985 or the date the Employee was employed by
the Company, an Employer, a Designated Entity or a Designated Group) plus
compounded interest on that amount in order to “buy back” his or her
non-contributory years of service.


 


Upon qualifying as an Executive, an Executive will be offered an
Executive Buy Back opportunity at the time he or she first becomes an
Executive.  The actual terms of the
Executive Buy Back will be determined from time to time by the Committee.  This election will be offered one  time
to the Executive and his or her decision whether or not to “buy back” will be
irrevocable.


 


Executive Buy Back payments will be made to the Company and will not
be deposited into the trust for the CCPP, including the WPP.  Any Executive Buy Back payments made by the Executive
will not increase the Executive’s Qualified Plan Benefit.


 


If, at some point, an Employee is no longer an Executive or otherwise
becomes ineligible to receive an Executive Pension Supplement, any Executive
Buy Back payments the Employee has made (including any interest the Employee
paid) plus any other amount as defined in the last sentence of Section 2(gg)
(the definition of Maximum Contribution) paid by the Employee to the Company
will be repaid to the Employee, with interest, in the form of a Life Annuity of
Equivalent Actuarial Value at such time as the Employee meets one of the
following criteria:  Separation from
Service from the Company, an Employer, a Designated Entity or a Designated
Group; or death; provided however, no refund shall be made if the Employee is
an eligible Executive, whether or not the amount of his or her Executive
Pension Supplement exceeds zero.  All
interest rates will be determined at the discretion of the Company.


 


21













 


APPENDIX B


 


REHIRED
EXECUTIVES


 


This Appendix B shall not apply with respect to any Executive who is
rehired after March 31, 1999.


 


Section 1.  Retired Executives Rehired as Executives.


 


If an Executive who retired from the Company, an Employer, a Designated
Entity or a Designated Group and who received or is receiving an Executive
Pension Supplement as a lump sum or on a monthly basis is rehired in an
Executive position by the Company, an Employer, a Designated Entity or a
Designated Group, the following provisions apply:


 


(a)                                  For
an Executive who elected a monthly Executive Pension Supplement, the Plan will:


 


(i)                                     suspend
all Executive Pension Supplement payments; and


 


(ii)                                  if,
but only if, the Executive is Retirement Eligible at the time of subsequent
actual retirement:


 


(1)                                 restore
previous years of Eligibility Service and Executive Benefit Service accrued
prior to the Executive’s retirement; and


 


(2)                                 recalculate
the Executive’s Executive Pension Supplement in accordance with the Plan at his
or her subsequent actual retirement date as long as the Executive then meets
all Plan benefit qualification requirements.


 


The Executive, having previously met the five years of continuous
service as an Executive requirement prior to his or her first retirement, need
not again meet that requirement.  The
Executive’s Average Annual Compensation will be computed without regard to the
break in service, using zero for any periods during which the Executive was a
retiree.


 


In addition, if the Executive elected to take a lump sum Qualified Plan
Benefit with respect to his or her initial retirement, then in any subsequent
calculation of the Executive’s Executive Pension Supplement, the Executive’s
Executive Pension Base will be reduced by both the Executive’s Qualified Plan
Benefit received at the time of the initial retirement and the Executive’s
Qualified Plan Benefit accrued from the date of rehire through the date of his
or her subsequent retirement.


 


(b)                                 For
an Executive who elected a lump sum Executive Pension Supplement and who is
Retirement Eligible at the time of subsequent actual retirement, the Plan will:


 


(i)                                     restore
previous years of Eligibility Service but not previous years of Executive
Benefit Service; and


 


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(ii)                                  calculate
the Executive’s additional Executive Pension Supplement at his or her
subsequent actual retirement date on the basis of years of service after the
rehire in accordance with the Plan as long as the Executive then meets all Plan
benefit qualification requirements.


 


As under Section 1(a) of this Appendix B, the Executive,
having previously met the five years of continuous service as an Executive
requirement prior to his or her first retirement, need not again meet that
requirement.  The Executive’s Average
Annual Compensation will be computed without regard to the break in service,
using zero for any periods during which the Executive was a retiree.


 


In addition, if the Executive elected a monthly Qualified Plan Benefit
with respect to his or her initial retirement, then the Executive’s Qualified
Plan Benefit accrued from the date of rehire through the subsequent date of
actual retirement will be subtracted from the Executive’s Executive Pension
Base in calculating the Executive’s additional Executive Pension Supplement at
his or her subsequent retirement.


 


This Section 1 shall apply regardless of whether the individual was
an Executive at the time of the prior termination of employment, if such
individual was an Executive at the time of rehire.


 


Section 2.  Former Executives with Vested Pensions
Rehired as Executives.


 


If the employment of an Executive of the Company, an Employer, a
Designated Entity or a Designated Group who was eligible only for a vested
pension under the relevant qualified defined benefit or Money Purchase Plan, if
any, was terminated and the Executive is rehired by the Company, an Employer, a
Designated Entity or a Designated Group, the following provisions apply:


 


(i)                                     restore
previous years of Eligibility Service and Executive Benefit Service accrued
prior to the Executive’s termination of employment;


 


(ii)                                  the
Executive must meet the five years of continuous service as an Executive
requirement prior to a subsequent actual retirement counting only years of
service after the rehire; and


 


(iii)                               only
base salary and incentive awards earned after the rehire will be used in
computing Average Annual Compensation.


 


In addition, if the Executive elected to take his or her Vested Pension
as a lump sum, in any calculation of an Executive Pension Supplement at actual
retirement the Executive’s Executive Pension Base will be reduced by both the
Executive’s Qualified Plan Benefit at the time of the initial termination of
employment and the Executive’s Qualified Plan Benefit accrued from the date of
rehire through the date of actual retirement.


 


This Section 2 shall apply regardless of whether the individual was
an Executive at the time of the prior termination of employment, if such
individual was an Executive at the time of rehire.


 


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Section 3.  Retired Executives Rehired in Non-Executive
Positions.


 


If an Executive who retired from the Company, an Employer, a Designated
Entity or a Designated Group and who received or is receiving an Executive
Pension Supplement as a lump sum or on a monthly basis is rehired by the
Company, an Employer, a Designated Entity or a Designated Group in a
non-Executive position, the following provisions apply:


 


(a)                                  For
a former Executive who elected a monthly Executive Pension Supplement, the Plan
will:


 


(i)                                     suspend
all Executive Pension Supplement payments; and


 


(ii)                                  if,
but only if, the former Executive is still Retirement Eligible at time of
subsequent actual retirement, recommence Executive Pension Supplement payments
at the time of the Executive’s subsequent actual retirement without
recalculation of amount.


 


At subsequent actual retirement, the former Executive may re-select any
form of payment of his or her Executive Pension Supplement then permitted under
Part A of the Plan.


 


(b)                                 For
a former Executive who elected to take his or her Executive Pension Supplement
as a lump sum, no further benefits will be paid by the Plan.


 


Section 4.  Payment of Benefits.


 


If an Executive who subject to this Appendix B is entitled to a Post-2004
Plan Benefit, such Post-2004 Plan Benefit shall be subject to the terms of Part B
of the Plan.  Any portion of the
Executive’s Executive Pension Supplement that is not a Post-2004 Plan Benefit
shall continue to be subject to Part A of the Plan and this Appendix B.


 


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APPENDIX C


 


AMENDMENT TO THE
WESTINGHOUSE EXECUTIVE


PENSION PLAN FOR
THE SALE OF PGBU


 


Effective as of the Closing Date of the sale by former CBS Corporation
(previously Westinghouse Electric Corporation) of its Power Generation Business
(“PGBU” or “Business”) to Siemens Power Generation Corporation (the “Purchaser”),
the Westinghouse Executive Pension Plan (the “Plan”) retains liability, if any,
for benefits earned to the Closing Date with respect to employees of PGBU who
transfer to the Purchaser and are described as “Business Employees” in Section 5.5(a)(i) of
the Asset Purchase Agreement between former CBS Corporation and the Purchaser
dated November 14, 1997, as amended (the “Agreement”) and are, pursuant to
the Agreement, deemed to be employees of the Purchaser as of the Closing Date
(hereinafter known as “PGBU Employees”) subject to the following conditions:


 


(1)                                  The
Plan shall recognize and credit the period of employment with the Purchaser or
its Affiliates on and after the Closing Date solely for purposes of calculating
eligibility for the payment of benefits; provided that the Plan shall not
recognize and credit any period of employment with the Business after the
Purchaser and its Affiliates have sold or divested the Business, or a portion
thereof (whether by asset or stock sale, merger or spin-off (each a “Disposition”))
with respect to the PGBU Employees who are transferred or terminated in
connection with such Disposition.


 


(2)                                  The
executive pension plan established by the Purchaser pursuant to Section 5.5(h)(i) of
the Agreement (the “Purchaser Executive Plan”) shall be solely responsible for
(and the Plan shall not provide for):


 


(a)                                 any
benefit that becomes payable with respect to PGBU Employees retiring after the
Closing Date that is the result of any reduction in force, mass layoff, or
plant closing by the Purchaser or its Affiliates (that is, if the benefit would
not be payable absent such an event); or


 


(b)                                any
other early retirement subsidy or supplement that is not described in (1) above.


 


(3)                                  Average
Annual Compensation and Executive Benefit Service under the Plan with respect
to PGBU Employees will be determined and frozen as of August 31, 1998, and
service by PGBU Employees for Siemens Power Generation Corporation from August 19,
1998 through August 31, 1998 shall be treated as Executive Benefit Service
for purposes of the Plan.


 


(4)                                  The
Purchaser and its Affiliates (but not any successor to the Purchaser and its
Affiliates as owner of the Business or any part thereof) will be considered a
Designated Entity solely for purposes of determining eligibility for payment
(including suspension of payment) of benefits.


 


25













 


If any PGBU Employee is entitled to a Post-2004 Plan Benefit, such
Post-2004 Plan Benefit shall be subject to the terms of Part B of the
Plan.  If any PGBU Employee is entitled
to an Executive Pension Supplement that is not a Post-2004 Plan Benefit, such
Executive Pension Supplement shall continue to be subject to Part A of the
Plan.


 


26













 


APPENDIX D


 


AMENDMENT TO THE
WESTINGHOUSE EXECUTIVE


PENSION PLAN FOR
THE SALE OF ESBU


 


Effective April 1, 1999, as a result of the sale of former CBS
Corporation’s Energy Systems Business (“ESBU”) to WGNH Acquisition, LLC (the “Purchaser”),
the Westinghouse Executive Pension Plan (the “Plan”) retains liability, if any,
for benefits earned to April l, 1999 with respect to employees of ESBU who
transfer to the Purchaser and are described as “Business Employees” in Section 5.5(a)(i) of
the Asset Purchase Agreement between former CBS Corporation and the Purchaser
Dated as of June 25, 1998, as amended (the “Agreement”) and are, pursuant
to the Agreement, deemed to be employees of the Purchaser as of April l,
1999 (hereinafter known as “ESBU Employees”) subject to the following
conditions:


 


(1)                                  The
Plan shall recognize and credit the period of employment with the Purchaser or
its Affiliates on and after April l, 1999 solely for purposes of
calculating eligibility for the payment of benefits; provided that the Plan
shall not recognize and credit any period of employment with the Business after
the Purchaser and its Affiliates have sold or divested the Business, or a
portion thereof (whether by asset or stock sale, merger or spin-off (each a “Disposition”))
with respect to the ESBU Employees who are transferred or terminated in
connection with such Disposition.


 


(2)                                  The
executive pension plan established by the Purchaser (or, if none, Purchaser)
pursuant to Section 5.5(h)(i) of the Agreement (the “Purchaser
Executive Plan”) shall be solely responsible for (and the Plan shall not
provide for):


 


(a)                                  any
benefit that becomes payable with respect to ESBU Employees retiring after April 1,
1999 that is the result of any reduction in force, mass layoff, or plant
closing by the Purchaser or its Affiliates (that is, if the benefit would not
be payable absent such an event); or


 


(b)                                 any
other early retirement subsidy or supplement that is not described in (1) above.


 


(3)                                  Average
Annual Compensation and Executive Benefit Service under the Plan with respect
to ESBU Employees will be determined and frozen as of April 1, 1999.


 


(4)                                  The
Purchaser and its Affiliates (but not any successor to the Purchaser and its
Affiliates as owner of the Business or any part thereof) will be considered a
Designated Entity solely for purposes of determining eligibility for payment
(including suspension of payment) of benefits.


 


If any ESBU Employee is entitled to a Post-2004 Plan Benefit, such
Post-2004 Plan Benefit shall be subject to the terms of Part B of the
Plan.  If any ESBU Employee is entitled
to an Executive Pension Supplement that is not a Post-2004 Plan Benefit, such
Executive Pension Supplement shall continue to be subject to Part A of the
Plan.


 


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