CBS RETIREMENT EXCESS PENSION PLAN

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 at the time of benefit commencement 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 “Code” means the Internal Revenue Code of 1986, as amended.

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

G.             The term “Company” has the meaning provided in Section 1.

H.             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).

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

J.              The term “Employer” means the Company and its subsidiaries and affiliates that participate in the Plan.

K.             The term “New Viacom Pension Plan” means the successor plan to the former Viacom Pension Plan sponsored by the new Viacom Inc.  New Viacom Excess Pension Plan means the successor plan to the former Viacom Excess Pension Plan sponsored by the new Viacom Inc.

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

M.            The term “Optional Forms” has the meaning provided in Section 7.

N.             The term “Participant” has the meaning provided in Section 5.

O.             The term “Plan” means the CBS Retirement Excess 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 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.

P.              The term “Plan Benefit” has the meaning provided in Section 6.A.

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

R.             The term “Pre-Retirement Death Benefit” means the benefit described in Section 7.F(i).

S.              The term “Qualified Plan” means the CBS Retirement Plan, as in effect on January 1, 2005 and as may be amended from time to time thereafter.

T.             The term “Same Sex Domestic Partner” has the meaning provided in the Qualified Plan.

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

V.             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.V, 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.V (including for purposes of determining the applicable 36-month (or shorter) period).  For purposes of this Section 3.V, 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.

W.            The term “Subsequent Payment Election” has the meaning provided in Section 7.B.

X.             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.

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Y.             The term “Year of Service” has the meaning provided in the Qualified Plan.

Section 4. Administration.

This Plan shall be administered by the Committee, which shall administer it in a manner consistent with the administration of the Qualified Plan, except that this Plan shall be administered as an unfunded plan that is not intended to meet the qualification requirements of Section 401(a) of the Code.  The Committee’s decisions in all matters involving the interpretation and application of this Plan shall be final.  The Committee may act on its own behalf or through the actions of its duly authorized representative.

The Committee shall be the final review committee under the Plan, with the authority to determine conclusively for all parties any and all questions arising from the administration of the Plan, and shall have sole and complete discretionary authority and control to manage the operation and administration of the Plan, including, but not limited to, the determination of all questions relating to eligibility for participation and benefits, interpretation of all Plan provisions, determination of the amount and kind of benefits payable to any participant, spouse or beneficiary, and construction of disputed or doubtful terms.  Such decisions shall be conclusive and binding on all parties and not subject to further review.

Section 5.   Eligibility.

Employees who are eligible for benefits under the Plan (“Participants”) are those Employees who are (i) participants in the Qualified Plan whose annual base salary and commissions exceed the annual compensation limit in effect under Section 401(a)(17) of the Code, and (ii) are designated by the Committee as an employee eligible to participate in the Plan.  If an Employee becomes a Participant in any calendar year, such Employee shall remain a Participant for all future calendar years.

For purposes of this Plan, “Compensation” means the total compensation taken into account under the Qualified Plan (without regard to the limitations of Section 401(a)(17) of the Code and the regulations thereunder).

A Participant’s Compensatio