CBS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AA.        The term “Separation from Service” means the condition that exists when an Employee who is a Participant in the Plan and the Employer reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services that the Employee will perform after such date (whether as an Employee or an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Employee has been providing services to the Employer for less than 36 months).  For purposes of this Section 3.AA, for periods during which an Employee is on a paid bona fide leave of absence and has not otherwise experienced a Separation from Service, the Employee is treated as providing bona fide services at the level equal to the level of services that the Employee would have been required to perform to receive the compensation paid with respect to such leave of absence.  Periods during which an Employee is on an unpaid bona fide leave of absence and has not otherwise experienced a Separation from Service are disregarded for purposes of this Section 3.AA (including for purposes of determining the applicable 36-month (or shorter) period).  For purposes of this Section 3.AA, the Employer shall be considered to include

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all members of the controlled group of corporations which includes the Company; provided, however, that in applying Code Section 414(b), the phrase “at least 50 percent” shall be substituted for “at least 80 percent”; and in applying Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent.”  Separation from Service shall be determined on the basis of the modifications described in Treasury Regulation Section 1.409A-1(h)(3) (or any successor regulation) as defined in Code Section 409A and the regulations or other guidance issued thereunder.

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

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

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

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

5.                                      Computation of Benefit .

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

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

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

(ii)