Exhibit 10(o)
CBS RETIREMENT EXCESS PENSION
PLAN
(Amended and
Restated as of December 31, 2005)
Section 1. Effective
Date.
The
Excess Pension Plan for Certain Employees of Viacom
International Inc. was adopted as of January 1, 1989,
restated as of January 1, 1996, and renamed the Viacom Excess
Pension Plan as of January 1, 2003. As of December 31,
2005, it is hereby renamed the CBS Retirement Excess Pension
Plan.
Section 2.
Purpose.
The
purpose of this Plan is to provide for the payment of certain
pension and pension-related benefits to certain employees so that
the total pension and pension-related benefits of such employees
can be determined on the same basis as is applicable to all other
employees of CBS Corporation and its subsidiaries (hereinafter
called "the Company"). The creation of this Plan was made necessary
by certain benefit limitations imposed on the CBS Retirement Plan
(hereinafter called the "Basic Plan") by Section 401(a)(17)
and Section 415 of the Internal Revenue Code (the "Code") of
1986, as amended; the Employee Retirement Income Security Act of
1974; and related legislation.
Section 3.
Administration.
This
Plan shall be administered by the Retirement Committee appointed by
the Board of Directors (hereinafter called "the Committee") which
shall administer it in a manner consistent with the administration
of the Basic 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 4.
Eligibility.
Employees
who are eligible for benefits under the Plan are those Employees
who are (i) Participants in the Basic Plan and whose annual
base salary and commissions payable at a rate equal to or in excess
of the annual compensation limit in effect under
Section 401(a
