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.

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(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

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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).

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(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.

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(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

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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

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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:

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