Common use of Deferred Compensation Clause in Contracts

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition You are a participant in the Company’s Second Amended and Restated Senior Executive Deferred Compensation Plan, as amended (“Deferred Compensation”) by and between you and the Company (the “Deferred Compensation Plan”). The Deferred Compensation was credited to a brokerage account at that time, and has been invested in various funds based on your Salary and Bonus, election. Subject to the Company’s confirmation that you shall earn, are in respect of calendar year 2000 and each calendar year compliance with paragraph 10 below during the Employment Term Standstill Period and further provided that you have signed and you do not revoke the Release attached as Exhibit A to this Letter Agreement within eight (8) days after 2000you sign, an additional amount ("the Company will accelerate the vesting of your Deferred Compensation"), the payment of which (together with the return thereon would otherwise terminate unvested as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Employment Termination Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an Plan is hereby amended as follows: a. An amount equal to 10% one hundred percent (100%) of the sum unvested balance of your Salary and the Deferred Compensation for on the preceding year. Employment Termination Date, less One Million US Dollars (US$1,000,000) (the “Holdback”) will vest on June 30, 2008 and be paid to you in accordance with your Distribution Election on your 2007 Deferral Agreement Form, or your 2009 Deferral Agreement Form, if applicable, and the terms of the Deferred Compensation shall be credited Plan, if (and only if) you have complied with your obligations under paragraph 10 of this Letter Agreement. The total balance of the Deferred Compensation as of the Employment Termination Date less the Holdback is referred to a bookkeeping account maintained by Viacom on your behalfas the “Initial Installment”. As of May 15, 2008, the total balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(kDeferred Compensation Plan was approximately Four Million Nine Hundred Forty-Two Thousand Two Hundred Eighty Two US Dollars (US$4,942,282); of that amount approximately One Million Nine Hundred Fifty Seven Thousand Eight Hundred Eighty US Dollars (US$1,957,880) plan was unvested. The actual amount accelerated will vary based on the portfolio performance. b. The Holdback amount will vest on December 31, 2009 and be paid to you in accordance with your Distribution Election on your 2007 Deferral Agreement Form, or your 2009 Deferral Agreement Form, if applicable, and the terms of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable Plan, if (and only if) you have complied with your excess 401(k) account balance is distributed obligations under paragraph 10 of this Letter Agreement. Any substantial breach of any such obligation on or before such date will result in full the cancellation and permanent forfeiture of the entire Holdback Amount. Once vested, the Holdback will be paid to you, your you in accordance with the provisions of the Deferred Compensation account shall Plan. All payments will be made in accordance with the terms of the Deferred Compensation Plan. The distribution of the balance of the Deferred Compensation will be made pursuant to the Deferred Compensation Plan. The Initial Installment and the Holdback will continue to be credited or debited with a deemed return based on subject to the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay terms and conditions of the Deferred Compensation Plan as modified by this Agreement. In each instance when the Deferred Compensation is split into a portion to be transferred to Executive and a portion to be retained by the Company (including i.e., the return thereon initial split into the Holdback and the Initial Installment and release of the Initial Installment as provided for in subparagraph (a) above and upon the release of the Holdback on December 31, 2009 under subparagraph (b) above), the Deferred Compensation will be split into accounts in a manner which ensures that the sums retained by the Company are invested in a manner consistent with prevailing arrangements as between you and the Company as at the Effective Date. Except as otherwise expressly set forth in this paragraph 3(cparagraphs 4(a) and 4(b)) shall , you acknowledge that you are not entitled to any additional amounts under the Deferred Compensation Plan. c. You are a participant in The DII Group Deferred Compensation Plan by and between you and Flextronics Holding USA, Inc. (fka The DII Group, Inc. (the “DII Deferred Compensation Plan”)). The DII Deferred Compensation was credited to a brokerage account, and has been invested in various funds based on your election. The distribution of the balance of the DII Deferred Compensation will be an unfunded obligation made pursuant to be satisfied from the general funds of ViacomDII Deferred Compensation Plan.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in with respect of calendar year 2000 and each calendar year during to the Employment Term after 2000period from May 1, 2003 through January 31, 2006, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c3(d)) , shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"). The Deferred Compensation shall be accrued at the annual rate of Twenty Five Thousand Dollars ($25,000) for the twelve-month period from May 1, 2003 to April 30, 2004, One Hundred Thousand Dollars ($100,000) for the twelve-month period from May 1, 2004 to April 30, 2005, and One Hundred Seventy Five Thousand Dollars ($175,000) through January 31, 2006 (which results in prorated Deferred Compensation in the amount of Deferred Compensation One Hundred Thirty One Thousand Two Hundred Fifty Dollars ($131,250) for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding yearperiod). Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the Viacom excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c3(d)) shall be an unfunded obligation to be satisfied from the general funds of Viacom."

Deferred Compensation. In addition This Article of the Plan establishes a deferred compensation program for Participants, subject to your Salary the terms and Bonus, you shall earnconditions set forth below. 5.1 A Plan Participant may elect to defer all or any portion of the fees and/or salary otherwise payable from the Bank and/or Company, in respect of cash, for any calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to the Plan is in effect. Deferral elections under the Plan for a given calendar year shall be an "executive officer" of Viacom, as defined for purposes made no later than December 31st of the Securities Exchange Act preceding calendar year or, for new Participants, within thirty (30) days of 1934initial eligibility to participate in the Plan. Deferral elections, once made, shall continue in effect for subsequent calendar years unless a Participant files a new Agreement prior to December 31 of the year prior to the calendar year in which the change will take place. A subsequent deferral election will only become effective as amendedof the following January 1st. 5.2 Deferred amounts shall be credited by the Bank and the Company as of the end of each calendar quarter, in accordance with the Participant’s deferral election under the Agreement. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation deferred amounts shall be credited to a bookkeeping account maintained (“Deferral Account”) established in the name of each Participant, in accordance with the terms of the Participant’s deferral election. 5.3 In addition to the funds credited quarterly to the Deferral Accounts of Participants, each Deferral Account shall be adjusted as of the end of each calendar year by Viacom an amount equal to the consolidated R▇▇ of the Company, as determined in accordance with generally accepted accounting principles (GAAP), which rate shall be adjusted as of each subsequent January 1st. 5.4 A Participant’s Deferral Account shall be paid in the form of (1) a lump sum distribution or (2) equal installments over a period from one to five years, as elected by the Participant. Payment shall commence on your behalfor before the January 15th immediately following the calendar year in which a Participant separates from service or on the date designated by the Participant in the Agreement. Notwithstanding the foregoing, a Participant’s Deferral Account will be paid to the balance of which account shall periodically be credited Participant (or debitedhis Beneficiary or estate) in a lump sum as soon as practicable following the effective date of a Change in Control. 5.5 Upon the death of a Participant prior to receipt of all benefits payable under this Article, then such payment(s) shall be made in accordance with deemed positive the Participant’s previous distribution election to the Beneficiary designated by the Participant in his or her Agreement (or negative) return calculated and in the same mannerabsence of a validly designated Beneficiary, to the Participant’s estate). 5.6 Agreements made hereunder shall be prospective only and shall be irrevocable with respect to amounts deferred pursuant to the Agreement. Participants may not change a previously scheduled distribution election, unless such change is made in accordance with Section 409A of the Code. Notwithstanding the foregoing, a Participant may at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended any time and from time to timetime (i) is determined change the Beneficiary designated in paragraph 3 of the Agreement, and/or (it being understood and agreed that if at any time during which ii) change the Deferred Compensation remains payable your excess 401(k) account balance is distributed deferral amounts for a subsequent calendar year in full to you, your Deferred Compensation account shall continue to be credited or debited accordance with a deemed return based on Section 5.1 of the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of ViacomPlan.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect (a) Employee Deferral (Election of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"Employee), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following Commencing on the Effective Date, and continuing through the denominator date on which the Employee’s employment terminates because of which is 365his death, retirement, disability, or any other cause, the Employee and the Company agree that the Employee shall defer into his Retirement Account the amount set forth in the Election of Deferral, Schedule A, Part 1,which the Employee would otherwise be entitled to receive from the Company in each Fiscal Year of the Company. The amount selected for deferral by the Employee pursuant to an Election of Deferral is referred to as the “Annual Deferral Sum”. The amounts of compensation actually deferred, taking into account discontinuance of deferral pursuant to a Notice of Discontinuance, are hereinafter collectively included as the “Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Amounts”. The Employee’s Deferred Compensation for the preceding year. Deferred Compensation Amounts shall be credited to the Employee’s Retirement Account as of the dates such Deferred Amounts would, but for such deferral, be payable to the Employee. The Employee may elect an Annual Deferral Sum hereunder by filing an Election of Deferral. The initial Election of Deferral must be filed within twenty (20) days of the Effective Date of this Agreement. Such initial Election of Deferral, if any, shall be effective commencing with the first day of the month after it is filed. Thereafter, an Election of Deferral must be filed at least twenty (20) days prior to the beginning of the Plan Year to which it pertains and shall be effective on the first day of the Plan Year following the filing thereof. The Employee may elect to defer a bookkeeping account maintained maximum Annual Deferral Sum of fifteen percent (15%) of Compensation for any Plan Year, reduced by Viacom on your behalf, deferral contributions under the balance terms of which account shall periodically be credited the 401(k) Plan for such Plan Year (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return such other limitation on your account Deferral Contributions under the excess terms of the 401(k) plan of Viacom (Plan as such plan it may be amended from time to time) of Compensation reduced by deferral contributions under the terms of the 401(K) Plan. The minimum Annual Deferral Sum, if any is elected, shall be no less than one percent (1%) of Compensation. (b) Supplemental Deferral (Matching Contribution) Commencing on the Effective Date, and continuing through the date on which the Employee’s employment terminates because of death, normal retirement, disability, or any other cause, the Employer may at the discretion of the Board of Directors, make an Election of Contribution, as defined at paragraph 4., below. While the amount of the Election of Contribution shall be determined (it being understood at the sole discretion and agreed that if in such manner as the Board of Directors determines from time to time, the initial policies and procedures for determination of the amount of such Election of Contribution is set forth at Part 2 of Exhibit A, which may be amended at any time during which time. The amount credited pursuant to an Election of Contribution is referred to as the Deferred “Annual Supplemental Sum”. The sum of all Annual Supplemental Sums set forth on all Elections of Contribution for the Employee are hereinafter collectively referred to as the “Supplemental Compensation”. The Employee’s Supplemental Compensation remains payable your excess 401(k) account balance shall be credited to the Employee’s Retirement Account as of the dates such Annual Supplemental Sum is distributed in full to youapproved, your Deferred Compensation account shall continue or otherwise stated to be credited or debited with a deemed return based on by resolution of the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay Board of Directors of the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of ViacomEmployer.

Deferred Compensation. In addition Notwithstanding anything to your Salary the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code and Bonusany final regulations and guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination, you shall earnthen only that portion of the severance and benefits payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in respect accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of calendar year 2000 the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each calendar year payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Employment Term after 2000, an additional Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)that may be taken into account under a qualified plan pursuant to Section 401(a)(17) shall be deferred until January of the first calendar year following Code for the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which Executive’s employment is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomterminated.

Deferred Compensation. In addition to your Salary and BonusSalary, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, earn an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon thereon, as provided in this paragraph 3(c3(b)) ), shall be deferred until January 31st of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), or, if later, six (6) months after the termination of your employment. The amount of Deferred Compensation for calendar year 2000 shall be earned at the rate of Two Hundred Fifty Thousand Dollars ($2,000,000, prorated by multiplying such amount by 250,000) a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess Viacom Excess 401(k) plan of Viacom Plan for Senior Executives (as such plan may be amended from time to time, the "Excess 401(k) Plan") is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)3(b) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition to your Salary and BonusBonus for 2007, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000for 2007, an additional amount ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph Paragraph 3(c)) shall be deferred until January of the first calendar year following the year time specified in which you cease to be an "executive officer" of ViacomParagraph 8, 9, or 10, as defined for purposes of the Securities Exchange Act of 1934, as amendedapplicable. The amount of your Deferred Compensation for the 2007 calendar year 2000 shall be payable at the annualized rate of One Million Four Hundred Fifty Thousand Dollars ($2,000,0001,450,000.00). In the event your employment is concluded prior to December 31, prorated by multiplying such amount by a fraction2007, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation you receive for calendar years 2001 through 2003 shall 2007 will be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding yeargoverned by Paragraph 9 below. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on Blockbuster for your behalfaccount, the balance of which account shall periodically be credited (or debited) with the deemed positive (or negative) return calculated in the same manner, manner and at the same times, as the deemed return on your account is determined under the Blockbuster’s excess 401(k) plan of Viacom (plan, as such plan may be amended from time to time) is determined time (it being understood and agreed that that, if at any time during which the your Deferred Compensation account remains payable payable, your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's Blockbuster’s obligation to pay the Deferred Compensation (Compensation, including the return thereon provided for in this paragraph Paragraph 3(c)) , shall be an unfunded obligation to be satisfied from the general funds of Viacom.▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Amended and Restated Employment Agreement

Deferred Compensation. In addition (i) ▇▇▇▇▇▇▇ will be entitled to your Salary deferred compensation under an unfunded and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount non-tax qualified arrangement ("Deferred Compensation"), the payment of which (together with the return thereon ) as provided described in this paragraph 3(c)) Paragraph 5.D., which shall supercede and control over all prior deferred compensation arrangements. The amounts credited as Deferred Compensation will be deferred until January recorded as a bookkeeping entry representing a general unsecured obligation of the first calendar year following the year in which you cease Company and ▇▇▇▇▇▇▇ shall not have a claim to be an "executive officer" of Viacom, as defined for purposes any specific assets of the Securities Exchange Act Company in satisfaction of 1934the amounts, if any, payable as amendedDeferred Compensation. The amount As of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, the balance in the Deferred Compensation account recorded for ▇▇▇▇▇▇▇ equaled $429,900 and as of the denominator of Signature Date the balance in the Deferred Compensation account recorded for ▇▇▇▇▇▇▇ equaled $591,150, which is 365. The the amount of the Company's Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of "contributions" under the sum of your Salary Severance Agreement between the Company and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times▇▇▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through such respective dates. After the Signature Date, the Company will credit Deferred Compensation at the rate of seventy-five percent (75%) is determined (it being understood of ▇▇▇▇▇▇▇'▇ annual base salary. Deferred Compensation will be based on ▇▇▇▇▇▇▇'▇ annual base salary in effect on January 1 in each year, and agreed that if at any time during which will be credited as of January 1 in each year. The Company may provide the Deferred Compensation remains through a benefit plan so long as (1) the amount credited by the Company on ▇▇▇▇▇▇▇'▇ behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to ▇▇▇▇▇▇▇ as set forth herein. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable your excess 401(k) account balance is distributed in full on amounts credited to you, your ▇▇▇▇▇▇▇ as Deferred Compensation account shall pursuant to this Paragraph 5.D. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon "Years of Service," with ▇▇▇▇▇▇▇ to be credited with one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning on the first day of ▇▇▇▇▇▇▇'▇ employment with the Company and ending on the Deferred Compensation Ending Date (as defined below). (That is, ▇▇▇▇▇▇▇ will continue to be credited or debited with a deemed return Years of Service during any applicable Severance Period, as further provided in Paragraph 10.E.(iv) hereof.) ▇▇▇▇▇▇▇ will become vested in the Deferred Compensation based on the investment portfolio following schedule: Less than 4 0% At least 4 but less than 5 25% At least 5 but less than 6 35% At least 6 but less than 7 50% At least 7 but less than 8 65% At least 8 but less than 9 80% At least 9 100% In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 8.B.(ii) account was notionally invested of this Agreement) of the Company, ▇▇▇▇▇▇▇ shall become immediately prior 100% vested in his Deferred Compensation amount notwithstanding the above vesting schedule. (iii) The "Deferred Compensation Ending Date" shall mean the Termination Date (as defined below) if ▇▇▇▇▇▇▇'▇ employment with the Company is terminated at any time under circumstances that do not entitle him to its distribution)Severance Compensation pursuant to Paragraph 10 of this Agreement, or shall mean the last day of the Severance Period (as defined in Paragraph 10) if ▇▇▇▇▇▇▇ is entitled to Severance Compensation. Viacom's obligation During a Severance Period, Deferred Compensation shall continue to pay accrue and vest pursuant to the terms of Paragraph 10.E.(iv) hereof. Upon the Deferred Compensation Ending Date, the Company shall pay to ▇▇▇▇▇▇▇ whatever Deferred Compensation amount is equal to the applicable vested percentage of the total amount then credited to his account pursuant to this Paragraph 5.D., provided that if ▇▇▇▇▇▇▇'▇ employment with the Company is terminated under circumstances in which he is entitled to Severance Compensation other than termination upon or within twelve months following a Change in Control, the Company shall pay to ▇▇▇▇▇▇▇ as of the Split Dollar Release Date an interim payment of whatever Deferred Compensation Amount is equal to the applicable vested percentage of the total amount then credited to his account pursuant to this Paragraph 5.D. and thereafter at the Deferred Compensation Ending Date shall pay to ▇▇▇▇▇▇▇ whatever additional Deferred Compensation amounts that are or have been credited to and vested in his account. The Company shall make any payment required under this Paragraph 5.D. in cash within thirty (including 30) days following the return thereon date such payment is due pursuant to this Paragraph 5.D., provided for in this paragraph 3(c)) that the Company shall be an unfunded obligation have a right of set-off against, and may reduce the amount payable as Deferred Compensation by, any amount owed or payable by ▇▇▇▇▇▇▇ to be satisfied from the general funds of ViacomCompany.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year or portion thereof during the Employment Term after 2000Term, an additional amount ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" officer of Viacom, as defined Blockbuster for purposes of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). The amount of Deferred Compensation for the calendar year 2000 that includes the Effective Date shall be payable at the annualized rate of One Million Dollars ($2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following 1,000,000) if the Effective DateDate occurs in 2004 and shall be increased by One Hundred Fifty Thousand Dollars ($150,000) for each calendar year the Effective Date is deferred. (For the avoidance of doubt, and if the denominator of which is 365. Effective Date occurred in 2005 or 2006, your Deferred Compensation for each such calendar year would be $1,150,000 or $1,300,000, respectively.) The amount of Deferred Compensation for each calendar years 2001 through 2003 year subsequent to the occurrence of the Effective Date during the Employment Term shall be subject to annual increases increased on each January 1st, commencing January 1, 2001, 1 by One Hundred Fifty Thousand Dollars ($150,000) over the annualized rate in an amount equal to 10% effect at the end of the sum of your Salary and preceding year. You will receive pro rata Deferred Compensation for the preceding yearcalendar year in which the Employment Term ends. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on Blockbuster for your behalfaccount, the balance of which account shall periodically be credited (or debited) with the deemed positive (or negative) return calculated in the same manner, manner and at the same times, as the deemed return on your account is determined under the Blockbuster’s excess 401(k) plan of Viacom (plan, as such plan may be amended from time to time) is determined time (it being understood and agreed that that, if at any time during which the your Deferred Compensation account remains payable payable, your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's Blockbuster’s obligation to pay the Deferred Compensation (Compensation, including the return thereon provided for in this paragraph 3(c)) ), shall be an unfunded obligation to be satisfied from the general funds of ViacomBlockbuster. For all purposes of this Agreement, “Deferred Compensation” shall include any amounts denominated as “Deferred Compensation” or “deferred compensation” (plus any return thereon) under any previous employment agreement between you and Blockbuster.

Deferred Compensation. This Article of the Plan establishes a deferred compensation program for Participants, subject to the terms and conditions provided in this Plan, in the trust associated with the Plan (the "Trust"), and in the Agreement. The terms and conditions of the Trust and the Agreement are incorporated herein by reference and made a part hereof to the extent not inconsistent herewith. 5.1 The Bank expects (but shall be under no legal obligation) on a quarterly basis to contribute to the Trust the aggregate amounts deferred pursuant to Agreements with Participants, which funds would then be used for eventual payment to said Participants under the terms and conditions of this Article. 5.2 In accordance with this Article, a Participant may elect to defer all or any portion of the fees and/or salary otherwise payable to him from the Bank, in cash, for any calendar year in which the Plan is in effect. Deferred amounts shall be credited by the Bank at the end of each calendar quarter, in accordance with the terms of the Agreements entered into between the Participants and the Bank. The funds so credited quarter-annually shall be credited by the Bank to a bookkeeping account ("Deferral Account") in the name of each Participant according to the terms of the Participant's Deferred Compensation Agreement. In addition to your Salary the funds deferred quarter-annually and Bonuscredited to the Deferral Accounts of Participants, you the Bank shall earn, in respect adjust each Account at the end of calendar year 2000 and each calendar year during (i) to credit the Employment Term after 2000Participant's Deferral Account for the appreciation or depreciation that would have occurred if the Deferral Account had been invested in savings accounts having a return equal to the highest interest rate which the Bank pays, an additional amount ("Deferred Compensation"), on the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January effective date of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, Participant's election and as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases adjusted on each subsequent January 1st, commencing January 1on certificates of deposit, 2001regardless of their term, and (ii) at the end of each calendar year to credit to the Participant's Deferral Account a deemed matching contribution by the Bank in an amount equal to 10% the product of the sum of your Salary and Deferred Compensation Multiplier for the preceding calendar year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at one and one-half percent (1.5%) of the same times, as Participant's aggregate fee deferrals for the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomcalendar year.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year thereafter during the Employment Term after 2000your employment with Viacom, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that or, if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed you do not participate in full to yousuch plan, your Deferred Compensation account shall continue with a return to be credited or debited with a deemed return based on mutually agreed by the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution)Company and you. Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition to your Salary and Bonus, you (a) The Company shall earnpay the Executive $2,400,000, in a lump sum, on that date (the "Payment Date") which is thirty (30) days after the earlier of (i) the last day of the Company's taxable year in which the Executive ceases to be a "covered employee" within the meaning of Code Section 162(m)(3) or (ii) the date upon which the Company's deduction with respect to all of calendar year 2000 such deferred salary shall no longer be subject to limitation under Code Section 162(m) or any successor section thereto. Such amount shall be credited with interest from the date of this Agreement to the day immediately preceding the Payment Date at a floating rate equal to the rate which ▇▇▇▇▇▇ Guaranty announces from time to time as its prime lending rate, as in effect from time to time, compounded quarterly, and each calendar year during such accrued interest shall be paid to the Employment Term after 2000, an additional amount Executive on the Payment Date (said payment plus interest collectively referred to as the "Deferred Compensation"), the payment of which . (together with the return thereon as provided in this paragraph 3(c)b) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, paid in accordance with the balance of which account shall periodically be credited following provisions: (or debited1) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation The Company agrees to pay the Deferred Compensation on the Payment Date by wire transfer to an account designated by the Executive prior to the Payment Date. (including 2) The Company agrees to pay the return thereon provided Deferred Compensation in any and all events on the Payment Date without setoff or offset for any claim whatsoever against the Executive or any of his affiliates. The existence of any claim or cause of action on the part of the Company or any of its affiliates against the Executive or his affiliates, whether predicated on this Agreement or otherwise shall not constitute a defense or entitle the Company to an offset against the payment of the Deferred Compensation in this paragraph 3(c)full on the Payment Date. (3) Failure to pay the Deferred Compensation on the Payment Date shall constitute a default, without any need for the Executive to have given notice or demand of any kind to the Company, which notices and demands of any kind are expressly waived by the Company. (4) In the event of a default, the Executive shall be an unfunded obligation entitled to be satisfied paid, upon demand, (i) one hundred twenty (120%) percent of the Deferred Compensation plus interest on said amount from the general funds Payment Date until paid at the rate of Viacomeighteen (18%) percent per annum (the "Default Rate"); plus all reasonable attorneys' fees and other costs of collection incurred by the Executive in effecting collection of the amounts due hereunder, whether or not a legal action is instituted or prosecuted to judgment. All such costs and expenses shall be added to the amount due under this Section 2, shall be payable on demand, and shall bear interest at the Default Rate from the date incurred until paid in full. (5) In the event of a default, notwithstanding the provisions of Section 13 of this Agreement: (i) the Executive shall be entitled to ▇▇▇ the Company to effect collection of the amounts due hereunder; (ii) the Company hereby consents to personal jurisdiction and venue and to the exclusive jurisdiction of the Superior Court of the State of New Jersey, Essex County, and the United States District Court for the District of New Jersey for the purpose of all legal proceedings arising out of or relating to this Section 2; (iii) the Company agrees that the service or delivery of process of any such lawsuit shall constitute lawful and valid service of process if made in accordance with any of the methods by which notices may be given pursuant to Section 14; and (iv) the Company waives any defense based upon personal jurisdiction, venue, improper service, and the right to assert a claim of FORUM NON CONVENIENS or the like.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of each of the Old Contracts, a special ledger Deferred Compensation Account (the "Account") for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which (together with would otherwise have been made by Southwest on behalf of the return thereon Employee to the Southwest Airlines Co. Money Purchase Plan but which exceed maximum annual additions under such Plan on his behalf under federal tax law. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided in this paragraph 3(c)under the terms of Southwest's Money Purchase Plan. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of his estate) at the first rate of $100,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become seventy-two (72) or (ii) the Employee's employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012001 and continuing annually thereafter, in an amount amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually ("Interest"), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year. Notwithstanding the foregoing, in which your excess 401(k) account was notionally invested immediately prior to the event of the Employee's death, Southwest, in its distribution). Viacom's obligation sole discretion, shall have the right to pay the unpaid balance of the Deferred Compensation (including together with any accrued Interest thereon) to the return thereon provided executors or administrators of the Employee's estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for or charged with any of the torts or obligations of the Employee or any person claiming under him, or be subject to seizure by any creditor of the Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in this paragraph 3(c)) any manner until the same shall be an unfunded obligation to be satisfied from the general funds of Viacomhave been actually distributed by Southwest.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of each of the Old Contracts, a special ledger Deferred Compensation Account (the “Account”) for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which would otherwise have been made by Southwest on behalf of the Employee to the Southwest Airlines Co. Profitsharing Plan and Southwest Airlines Co. 401(k) Plan, but which exceed the amount permitted to be so contributed due to the limitations under Sections 415(c) (together the “415(c) Excess Amount”) and 401(a)(17) of the Internal Revenue Code. If Employee’s employment shall terminate prior to December 31 of any calendar year, Deferred Compensation shall nonetheless accumulate for such year to the extent that Employee is otherwise entitled to an allocation of the “Company Contribution” to the Southwest Airlines Co. ProfitSharing Plan for such year in accordance with the return thereon terms of the ProfitSharing Plan. In such case, Deferred Compensation shall be calculated for such year as provided above. Employee hereby elects not to invest the 415(c) Excess Amount in Southwest’s 2005 Excess Benefit Plan (or any successor plan) during the term of this paragraph 3(c)Agreement. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of his estate) at the first rate of $200,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" (i) the Employee shall attain the age of Viacomeighty-two (82) or (ii) the Employee’s employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation ultimately payable to the Employee hereunder shall be computed in accordance with the provisions set forth above, there shall be accrued and credited to the Account, beginning on January 1, 2007 (if not so accrued and credited pursuant to the Old Contracts, and if so accrued and credited, then beginning on January 1, 2008) and continuing annually thereafter until the entire balance of the account has been distributed (whether such distribution takes place during the term of this Agreement or thereafter), amounts equal to simple interest at the rate of ten percent (10%) per annum, compounded annually (“Interest”), on the accrued and unpaid balance of the Deferred Compensation credited to the Account as of the preceding December 31. The Deferred Compensation and Interest to be paid in any one calendar year shall be paid on the first business day of such calendar year; provided, however, that if the event triggering commencement of payment of Deferred Compensation and Interest is Employee’s termination of employment with Southwest, payment of the first of such annual Deferred Compensation and Interest payments shall be deferred to the extent necessary to cause such payment to comply with the six month deferral rule described in Section 409A(a)(2)(B) of the Internal Revenue Code if Employee at his termination of employment with Southwest is a “specified employee” within the meaning of such section. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for calendar years 2001 through 2003 shall or charged with any of the torts or obligations of the Employee or any person claiming under him, or be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% seizure by any creditor of the sum Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfany right, the balance of which account shall periodically be credited (title, interest or debited) with deemed positive (or negative) return calculated benefit under this Paragraph IV-C in any manner until the same mannershall have been actually distributed by Southwest. Except with respect to the 415(c) Excess Amount elections, Paragraph IV-C of each of the Old Contracts is hereby amended and at restated to conform to the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomprovisions set forth herein.

Deferred Compensation. In addition to your Salary and Bonushis Base Salary, you Executive shall earn, in respect of calendar year 2000 and each calendar year during be entitled to deferred compensation (the Employment Term after 2000, an additional amount ("Deferred Compensation")) as follows: (i) as of December 31, the payment 1994, Executive has earned unfunded Deferred Compensation of $316,000 for his services in 1993 and 1994 which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease amount was deemed to be an "executive officer" of Viacomearned ratably each month from January 1, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of 1993 and (ii) Executive will earn additional unfunded Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, at the numerator rate of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, U.S.$256,000 per annum commencing January 1, 20011995, in an which amount equal to 10% shall be earned ratably each month from January 1, 1995 until the earlier of the sum Expiration Date or the date of your Salary and Deferred Compensation the 2 termination of Executive's employment with Employer for the preceding yearany reason. Deferred Compensation shall accrue no interest thereon until January 1, 1998, at which time all accrued and unpaid Deferred Compensation shall be credited deemed to accrue interest at a bookkeeping account maintained by Viacom on your behalfvariable rate equal to the Prime Rate (as defined below) compounded monthly. For purposes of this Agreement, the balance of which account term "Prime Rate" shall periodically be credited (or debited) with deemed positive (or negative) return calculated mean the Prime Rate as published in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended Wall Street Journal from time to time) is determined time (it being understood and agreed that or if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue such rate ceases to be credited published, the rate announced from time to time by Citibank N.A. or debited with its successor from time to time as its prime rate or equivalent, or if such bank ceases to exist without a deemed return based on successor or such bank or its successor ceases to announce such rate, the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) Prime Rate shall be an unfunded obligation equivalent rate agreed to be satisfied from by the general funds parties). Employer shall pay Executive all accrued Deferred Compensation and the interest deemed earned thereon on the tenth anniversary of Viacomthe Commencement Date; provided, however, that in the event that Executive's employment with Employer is terminated by either party, with or without cause, effective prior to the Expiration Date, Employer shall pay Executive all accrued Deferred Compensation and the interest deemed earned thereon on the first anniversary of the termination of Executive's employment with Employer. Employer may not prepay all or any portion of Executive's Deferred Compensation without Executive's consent.

Deferred Compensation. In addition to your Salary and BonusExecutive’s Base Salary, you Executive shall earn, in with respect of calendar year 2000 and to each calendar year payroll period during his employment with the Employment Term after 2000Company, an additional amount amounts ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(cSection 2.9.26)) , shall be deferred until January of the first second calendar year following the year in which you cease Deferred Compensation was earned and payable at that time or at such later date as shall be determined pursuant to the terms and conditions of this Agreement. The Deferred Compensation shall be based on an "executive officer" of Viacom, as defined for purposes annualized rate equal to one hundred and twenty per cent (120%) of the Securities Exchange Act of 1934, as amended. The amount of Base Salary for the year the Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding yearearned. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom the Company on your the Executive’s behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your Executive’s account under the excess Company’s Excess 401(k) plan of Viacom Plan for Designated Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable your excess payable, the Executive’s account balance in the Excess 401(k) account balance Plan is distributed in full to youthe Executive, your the Executive’s Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess the Executive’s Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's The Company’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) Section 2.9.25 shall be an unfunded obligation to be satisfied from the general funds of Viacomthe Company.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of each of the Old Contracts, a special ledger Deferred Compensation Account (the “Account”) for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which would otherwise have been made by Southwest on behalf of the Employee to the Southwest Airlines Co. Profitsharing Plan and Southwest Airlines Co. 401(k) Plan but which exceed the amount permitted to be so contributed due to the limitations under Sections 415(c) (together the “415(c) Excess Amount”) and 401(a)(17) of the Internal Revenue Code. If Employee’s employment shall terminate prior to December 31 of any calendar year, Deferred Compensation shall nonetheless accumulate for such year to the extent that Employee is otherwise entitled to an allocation of the “Company Contribution” to the Southwest Airlines Co. ProfitSharing Plan for such year in accordance with the return thereon terms of the ProfitSharing Plan. In such case, Deferred Compensation shall be calculated for such year as provided above. Employee hereby elects not to invest the 415(c) Excess Amount in Southwest’s 2005 Excess Benefit Plan (or any successor plan) during the term of this paragraph 3(c)Agreement. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of her estate) at the first rate of $200,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" (i) the Employee shall attain the age of Viacomsixty-eight (68) or (ii) the Employee’s employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation ultimately payable to the Employee hereunder shall be computed in accordance with the provisions set forth above, there shall be accrued and credited to the Account, beginning on January 1, 2007 (if not so accrued and credited pursuant to the Old Contracts, and if so accrued and credited, then beginning on January 1, 2008) and continuing annually thereafter until the entire balance of the account has been distributed (whether such distribution takes place during the term of this Agreement or thereafter), amounts equal to simple interest at the rate of ten percent (10%) per annum, compounded annually (“Interest”), on the accrued and unpaid balance of the Deferred Compensation credited to the Account as of the preceding December 31. The Deferred Compensation and Interest to be paid in any one calendar year shall be paid on the first business day of such calendar year; provided, however, that if the event triggering commencement of payment of Deferred Compensation and Interest is Employee’s termination of employment with Southwest, payment of the first of such annual Deferred Compensation and Interest payments shall be deferred to the extent necessary to cause such payment to comply with the six month deferral rule described in Section 409A(a)(2)(B) of the Internal Revenue Code if Employee at her termination of employment with Southwest is a “specified employee” within the meaning of such section. No right, title, interest or benefit under t this Paragraph IV-C shall ever be liable for calendar years 2001 through 2003 shall or charged with any of the torts or obligations of the Employee or any person claiming under her, or be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% seizure by any creditor of the sum Employee or any person claiming under her. Neither the Employee nor any person claiming under her shall have the power to anticipate or dispose of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfany right, the balance of which account shall periodically be credited (title, interest or debited) with deemed positive (or negative) return calculated benefit under this Paragraph IV-C in any manner until the same mannershall have been actually distributed by Southwest. Except with respect to the 415(c) Excess Amount elections, Paragraph IV-C of each of the Old Contracts is hereby amended and at restated to conform to the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomprovisions set forth herein.

Deferred Compensation. In addition (i) ▇▇▇▇▇ will be entitled to your Salary deferred compensation under an unfunded and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount non-tax qualified arrangement ("Deferred Compensation"), the payment of which (together with the return thereon ) as provided described in this paragraph 3(c)) Paragraph 5.D., which shall supercede and control over all prior deferred compensation arrangements. The amounts credited as Deferred Compensation will be deferred until January recorded as a bookkeeping entry representing a general unsecured obligation of the first calendar year following the year in which you cease Company and ▇▇▇▇▇ shall not have a claim to be an "executive officer" of Viacom, as defined for purposes any specific assets of the Securities Exchange Act Company in satisfaction of 1934the amounts, if any, payable as amendedDeferred Compensation. The amount As of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of balance in the Deferred Compensation account recorded for ▇▇▇▇▇ shall equal $1,660,672, which is 365. The the amount of the Company's Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of "contributions" under the sum of your Salary Severance Agreement between the Company and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through the Effective Date. After the Effective Date, the Company will credit Deferred Compensation at the rate of one hundred percent (100%) is determined (it being understood of ▇▇▇▇▇'▇ annual base salary. Deferred Compensation will be based on ▇▇▇▇▇'▇ annual base salary in effect on January 1 in each year, and agreed that if at any time during which will be credited as of January 1 in each year. The Company may provide the Deferred Compensation remains through a benefit plan so long as (1) the amount credited by the Company on ▇▇▇▇▇'▇ behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to ▇▇▇▇▇ as set forth herein. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable your excess 401(k) account balance is distributed in full on amounts credited to you, your ▇▇▇▇▇ as Deferred Compensation account shall continue pursuant to this Section 5.D. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon "Years of Service," with ▇▇▇▇▇ to be credited or debited with a deemed return one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning January 1, 1996 and ending on the Deferred Compensation Ending Date (as defined below). (That is, ▇▇▇▇▇ will be credited with Years of Service for any applicable Severance Period, as further provided in Paragraph 10.E.(iv) hereof.) ▇▇▇▇▇ will become vested in the Deferred Compensation based on the investment portfolio following schedule: PERCENTAGE YEARS OF SERVICE VESTED LESS THAN 4 0% AT LEAST 4 BUT LESS THAN 5 25% AT LEAST 5 BUT LESS THAN 6 35% AT LEAST 6 BUT LESS THAN 7 50% AT LEAST 7 BUT LESS THAN 8 65% AT LEAST 8 BUT LESS THAN 9 80% AT LEAST 9 100% In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 13.A. of this Agreement) account was notionally invested of the Company, ▇▇▇▇▇ shall become immediately prior to its distribution). Viacom's obligation to pay the 100% vested in his Deferred Compensation (including amount notwithstanding the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove vesting schedule.

Deferred Compensation. In addition The Company will establish a deferred compensation arrangement (the “Deferral Arrangement”) and credit $7,325,000 in the Deferral Arrangement at the Effective Date. The amount credited in the Deferral Arrangement will increase or decrease for gains, losses and earnings based on crediting elections made by you from choices that are consistent with those available for amounts deferred under the Time Warner Inc. Deferred Compensation Plan, as such crediting alternatives may change from time to time. No further amounts will be deferred pursuant to or in connection with the Deferral Arrangement, it being the intention of the parties that any future amounts that you may elect to defer from your Salary bonuses will be deferred pursuant to and Bonusin accordance with the terms of the Time Warner Inc. Deferred Compensation Plan. If, prior to the Term Date, you voluntarily resign (other than a termination on account of your death or disability or pursuant to Section 4.2) or your employment is terminated for cause pursuant to Section 4.1 of this Agreement, then you will forfeit any and all right to the amounts credited in the Deferral Arrangement. If your employment is terminated prior to the Term Date other than (i) for cause pursuant to Section 4.1 of this Agreement or (ii) as a result of your voluntary resignation (other than a termination on account of your death or disability or pursuant to Section 4.2), then the amounts credited in the Deferral Arrangement will be payable to you in ten annual installment payments (1/10th of the value to be paid in the first installment, 1/9th of the remaining value in the second installment, and so on), beginning on April 1 of the year after you terminate employment with the Company; provided, however, that if your employment is terminated, pursuant to this sentence, on or prior to November 1, 2007, then the amounts credited in the Deferral Arrangement will be payable to you in a lump sum 60 days after you terminate employment with the Company. If your employment is not terminated prior to the Term Date, then the amount credited in the Deferral Arrangement will be payable to you in ten annual installment payments (in the same manner as in the preceding sentence), beginning on April 1 of the year after you terminate employment with the Company. For purposes of the two preceding sentences, “terminate employment” shall mean “separation from service” (within the meaning of Section 409A of the Code). Notwithstanding the foregoing, if the Company determines that the foregoing payment of amounts in the Deferral Arrangement is subject to Section 409A(a)(2)(B)(i) of the Code, such payment shall not be paid until the later of (a) six months after the date of your “separation from service” (within the meaning of Section 409A of the Code) and (b) the payment date specified in this Agreement for such payment. On the earliest date on which such payment can be made or commenced without violating the requirements of Section 409A(a)(2)(B)(i) of the Code, you shall earnbe paid, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000a single lump sum, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% the aggregate amount of all payments delayed pursuant to the preceding sentence together with any earnings attributable to such amounts. Time Warner and the Company acknowledge that while the payment obligations related to the Deferral Arrangement are obligations of the sum of your Salary and Deferred Compensation for Company, if the preceding year. Deferred Compensation shall be credited Company fails to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at make any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full required payments to you, your Deferred Compensation account shall continue to be credited or debited with Time Warner will make such required payment(s) and will have a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided claim for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied reimbursement from the general funds of ViacomCompany, and you acknowledge that in such instance, Time Warner will have and be able to assert any defenses to payment that the Company may have.

Deferred Compensation. In addition to your Salary and BonusSalary, you shall earn, in with respect of calendar year 2000 and to each calendar year payroll period during the Employment Term after 2000your employment with New Viacom, an additional amount amounts ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(c2(b)) ), shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" employee of ViacomNew Viacom and payable at that time or at such later date as shall be determined pursuant to paragraph 13, as defined for purposes provided, however, that, except in the event of your death, the Securities Exchange Act Deferred Compensation will not be payable to you earlier than six (6) months following your termination of 1934, as amendedemployment. The amount of Deferred Compensation for calendar year 2000 shall be based on an annualized rate of One Million Three Hundred Thousand Dollars ($2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year1,300,000). Deferred Compensation shall be credited to a bookkeeping account maintained by New Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess New Viacom Excess 401(k) plan of Viacom Plan for Designated Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). New Viacom's ’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c2(b)) shall be an unfunded obligation to be satisfied from the general funds of New Viacom.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall set aside on its books a special ledger Deferred Compensation Account (the "Account") for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which (together with would otherwise have been made by Southwest on behalf of the return thereon Employee to the Southwest Airlines Co. Profitsharing Plan but which exceed maximum annual additions under such Plan on his behalf under federal tax law. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided in this paragraph 3(c)under the terms of Southwest's Profitsharing Plan. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of his estate) at the first rate of $100,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become sixty-five (65) or (ii) the Employee's employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012005 and continuing annually thereafter, in an amount amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually ("Interest"), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year. Notwithstanding the foregoing, in which your excess 401(k) account was notionally invested immediately prior to the event of the Employee's death, Southwest, in its distribution). Viacom's obligation sole discretion, shall have the right to pay the unpaid balance of the Deferred Compensation (including together with any accrued Interest thereon) to the return thereon provided executors or administrators of the Employee's estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for or charged with any of the torts or obligations of the Employee or any person claiming under him, or be subject to seizure by any creditor of the Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in this paragraph 3(c)) any manner until the same shall be an unfunded obligation to be satisfied from the general funds of Viacomhave been actually distributed by Southwest.

Deferred Compensation. In addition The SUPERINTENDENT may elect that a portion of his annual compensation be used to your Salary and Bonus, you shall earn, in respect purchase a tax-sheltered annuity pursuant to Section 403(b) of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount Internal Revenue Code of 1986 ("Deferred Compensation"the “Code”), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be amended, and/or a deferred until January compensation plan pursuant to Section 457 of the first calendar year following Internal Revenue Code of 1986 (“the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934Code”), as amended. The SUPERINTENDENT ▇▇▇ also, at his option, elect to forego a portion of any increase to the annual compensation paid to him under this Agreement and have that amount contributed to such a tax-sheltered annuity and/or deferred compensation plan. It is understood and agreed that the cost of Deferred Compensation for calendar year 2000 the purchase of said annuity, and contributions to said annuity and/or deferred compensation plan, shall be $2,000,000, prorated deducted from the SUPERINTENDENT’S annual compensation and shall not require an expenditure of funds by multiplying such the BOARD above the amount by a fraction, paid to the numerator SUPERINTENDENT in the form of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365annual compensation. The amount of Deferred Compensation for calendar years 2001 through 2003 amounts so contributed shall be subject to annual increases each January 1st, commencing January 1, 2001, in not exceed an amount equal to 10% the maximum allowable contributions under the Internal Revenue Code. This provision is intended to be a salary reduction agreement. In addition to the salary paid to the SUPERINTENDENT under Section 3 of this Agreement, the BOARD will annually pay to him the additional sum of $6,000, payable in monthly installments of $500, and the SUPERINTENDENT will elect to immediately have such amount reduced from his salary and used to purchase a tax sheltered annuity pursuant to Section 403(b) or Section 457 of the sum Internal Revenue Code of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times1986, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) amended. It is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full cost of the purchase of said annuity, and contributions to yousaid annuity and/or deferred compensation plan, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied deducted from the general SUPERINTENDENT’S annual compensation and shall not require an expenditure of funds by the BOARD above the amount paid to the SUPERINTENDENT in the form of Viacom.annual compensation. The amounts so contributed shall not exceed an amount equal to the maximum allowable contributions under the Internal Revenue Code

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of each of the Old Contracts, a special ledger Deferred Compensation Account (the "Account") for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which (together with would otherwise have been made by Southwest on behalf of the return thereon Employee to the Southwest Airlines Co. Profitsharing Plan but which exceed maximum annual additions under such Plan on his behalf under federal tax law. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided in this paragraph 3(c)under the terms of Southwest's Profitsharing Plan. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of his estate) at the first rate of $100,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become seventy-six (76) or (ii) the Employee's employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012004 (if not so accrued and credited pursuant to the Old Contracts, in an amount and if so accrued and credited, then beginning on January 1, 2005) and continuing annually thereafter, amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually ("Interest"), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year. Notwithstanding the foregoing, in which your excess 401(k) account was notionally invested immediately prior to the event of the Employee's death, Southwest, in its distribution). Viacom's obligation sole discretion, shall have the right to pay the unpaid balance of the Deferred Compensation (including together with any accrued Interest thereon) to the return thereon provided executors or administrators of the Employee's estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for or charged with any of the torts or obligations of the Employee or any person claiming under him, or be subject to seizure by any creditor of the Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in this paragraph 3(c)) any manner until the same shall be an unfunded obligation to be satisfied from the general funds of Viacomhave been actually distributed by Southwest.

Deferred Compensation. In addition The Company agrees to your Salary maintain on its books a deferred compensation account (the "Account") to which it has credited certain amounts as of the end of the Company's fiscal year preceding the date of this Agreement (the "Initial Balance") and Bonusto which it shall credit additional amounts in the future pursuant to this Section 3(b). The Company also has established, you shall earnand agrees to maintain, a "Trust Under Retainer Agreement Between AMC and ▇. ▇. ▇▇▇▇▇▇, ▇▇." dated May 19, 1997, to which the Company has contributed, and may contribute in respect the future, certain amounts for the purpose of calendar year 2000 and each calendar year during discharging its obligations hereunder to RFB and/or to his beneficiary or estate, but subject to the Employment Term after 2000claims of the Company's creditors in the event of its insolvency. The Initial Balance, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided amount of any deferred bonus and other amounts credited to the Account in this paragraph 3(c)) the future, shall be credited annually with simple interest at the prime rate (as defined in the Wall Street Journal) plus one percent (1%), determined by averaging such rates as of the last day of each calendar quarter during the fiscal year. Interest shall be credited annually, as of the last day of each fiscal year, based on the unpaid balance in the Account, continuing after payments have commenced. Any deferred until January bonus earned for the prior fiscal year shall be credited as of the first calendar year day of the following the fiscal year, although not determined or awarded until a later date. During any fiscal year in which you cease a payment or payments are made to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited RFB or his beneficiary (or debited) with deemed positive (or negative) return calculated in estate), interest shall accrue on the same mannerlast day of each calendar quarter, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio average balance credited to the Account during the quarter. Amounts credited to the Account are fully vested and nonforfeitable. Payment from the Account shall commence upon the earlier of (a) termination of this Agreement or of RFB's status as General Counsel, for any reason; (b) RFB's Resignation, Death or Disability; or (c) a Change in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) Control, all as defined below, and shall be an unfunded obligation paid in substantially equal monthly installments for a period of twelve (12) years. The monthly amount shall be calculated, in consultation with AMC's compensation consultant or pension plan actuary, based on the amount credited to the Account at the time payments commence and a reasonable projection of the prime rate of interest over the payment period, with any adjustment necessary to be satisfied from made biannually . The provisions of this Section 3(b), including maintenance of the general funds Account, shall continue in full force and effect until all payments have been made to RFB and/or his beneficiary or estate hereunder, notwithstanding the termination of Viacomany other or all provisions of this Agreement.

Deferred Compensation. In addition (i) Notwithstanding anything to your Salary and Bonusthe contrary in the Prior Severance Agreement, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount Deferred Compensation ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)defined below) shall be provided as described in this Paragraph 5.D., which shall supercede and control over all prior deferred until January compensation arrangements. As of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, the Company has credited amounts of deferred compensation under an unfunded and non-tax qualified arrangement (“Deferred Compensation”) pursuant to the denominator of which is 365Prior Severance Agreement. The amount of amounts credited as Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% are recorded as a bookkeeping entry representing a general unsecured obligation of the sum Company and ▇▇▇▇▇▇▇ shall not have a claim to any specific assets of your Salary and the Company in satisfaction of the amounts, if any, payable as Deferred Compensation for Compensation. As of the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfEffective Date, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same mannerDeferred Compensation account recorded for ▇▇▇▇▇▇▇ equals $752,400, which is the amount of the Company’s Deferred Compensation “contributions” under the Prior Severance Agreement between the Company and at the same times▇▇▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through the Effective Date. After the Effective Date, the Company will credit Deferred Compensation at the rate of seventy-five percent (75%) is determined (it being understood and agreed that if at any time during which of ▇▇▇▇▇▇▇’▇ annual base salary until the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Ending Date. Deferred Compensation account will be based on ▇▇▇▇▇▇▇’▇ annual base salary in effect on January 1 in each year, and will be credited as of January 1 in each year. The Company may provide the Deferred Compensation through a benefit plan so long as (1) the amount credited by the Company on ▇▇▇▇▇▇▇’▇ behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to ▇▇▇▇▇▇▇ as set forth herein. After the Deferred Compensation Ending Date, (A) the Company’s obligation to credit Deferred Compensation for the benefit of ▇▇▇▇▇▇▇ shall terminate and (B) the Company shall have no further obligation to accrue any additional Deferred Compensation for the benefit of ▇▇▇▇▇▇▇. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable on amounts credited to ▇▇▇▇▇▇▇ as Deferred Compensation pursuant to this Paragraph 5.D. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon “Years of Service,” with ▇▇▇▇▇▇▇ to be credited with one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning on the first day of ▇▇▇▇▇▇▇’▇ employment with the Company and ending on the Deferred Compensation Ending Date (as defined below). (That is, ▇▇▇▇▇▇▇ will continue to be credited or debited with a deemed return Years of Service during any applicable Severance Period, as further provided in Paragraph 10.E.(iv) hereof.) ▇▇▇▇▇▇▇ will become vested in the Deferred Compensation based on the investment portfolio following schedule, with the effect that no later than January 1, 2008, ▇▇▇▇▇▇▇ shall be 100% vested: Less than 4 0 % At least 4 but less than 5 25 % At least 5 but less than 6 35 % At least 6 but less than 7 50 % At least 7 but less than 8 65 % At least 8 but less than 9 80 % At least 9 100 % In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 8.B.(ii) account was notionally invested of this Agreement) of the Company, ▇▇▇▇▇▇▇ shall become immediately prior to its distribution). Viacom's obligation to pay the 100% vested in his Deferred Compensation (including amount notwithstanding the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove vesting schedule.

Deferred Compensation. In addition (i) Notwithstanding anything to your Salary and Bonusthe contrary in the Prior Severance Agreement, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount Deferred Compensation ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)defined below) shall be provided as described in this Paragraph 5.D., which shall supercede and control over all prior deferred until January compensation arrangements. As of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, the Company has credited amounts of deferred compensation under an unfunded and non-tax qualified arrangement (“Deferred Compensation”) pursuant to the denominator of which is 365Prior Severance Agreement. The amount of amounts credited as Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% are recorded as a bookkeeping entry representing a general unsecured obligation of the sum Company and ▇▇▇▇▇ shall not have a claim to any specific assets of your Salary and the Company in satisfaction of the amounts, if any, payable as Deferred Compensation for Compensation. As of the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfEffective Date, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same mannerDeferred Compensation account recorded for ▇▇▇▇▇ equals $3,422,372, which is the amount of the Company’s Deferred Compensation “contributions” under the Prior Severance Agreement between the Company and at the same times▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through the Effective Date. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable on amounts credited to ▇▇▇▇▇ as Deferred Compensation pursuant to this Section 5.D. unless the Company elects otherwise. (ii) is determined (it being understood and agreed that if at any time during which As of January 1, 2005, ▇▇▇▇▇ became 100% vested in the Deferred Compensation remains payable your excess 401(kCompensation, pursuant to the terms of the Prior Severance Agreement. As of and after the Effective Date, (A) account balance is distributed in full the Company’s obligation under the prior Severance Agreement to you, your credit Deferred Compensation account for the benefit of ▇▇▇▇▇ at the rate of one hundred percent (100%) of ▇▇▇▇▇’▇ annual base salary shall continue to be credited or debited with a deemed return based on terminate and (B) the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's Company shall have no further obligation to pay the accrue any additional Deferred Compensation (including for the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds benefit of Viacom▇▇▇▇▇.

Deferred Compensation. In addition The Company agrees to your Salary maintain on its books a deferred compensation account (the “Account”) to which it has credited certain amounts as of the end of the Company’s fiscal year preceding the date of this Agreement (the “Initial Balance”) and Bonusto which it shall credit additional amounts in the future pursuant to this Section 3(b). The Company also has established, you shall earnand agrees to maintain, a “Trust Under Retainer Agreement Between AMC and ▇. ▇. ▇▇▇▇▇▇, ▇▇.” dated May 19, 1997, to which the Company has contributed, and may contribute in respect the future, certain amounts for the purpose of calendar year 2000 and each calendar year during discharging its obligations hereunder to RFB and/or to his beneficiary or estate, but subject to the Employment Term after 2000claims of the Company’s creditors in the event of its insolvency. The Initial Balance, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided amount of any deferred bonus and other amounts credited to the Account in this paragraph 3(c)) the future, shall be credited annually with simple interest at the prime rate (as defined in the Wall Street Journal) plus one percent (1%), determined by averaging such rates as of the last day of each calendar quarter during the fiscal year. Interest shall be credited annually, as of the last day of each fiscal year, based on the unpaid balance in the Account, continuing after payments have commenced. Any deferred until January bonus earned for the prior fiscal year shall be credited as of the first calendar year day of the following the fiscal year, although not determined or awarded until a later date. During any fiscal year in which you cease a payment or payments are made to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited RFB or his beneficiary (or debited) with deemed positive (or negative) return calculated in estate), interest shall accrue on the same mannerlast day of each calendar quarter, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio average balance credited to the Account during the quarter. Amounts credited to the Account are fully vested and nonforfeitable. Payment from the Account shall commence upon the earlier of (a) termination of this Agreement or of RFB’s status as General Counsel, for any reason; (b) RFB’s Resignation, Death or Disability; or (c) a Change in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) Control, all as defined below, and shall be an unfunded obligation paid in substantially equal monthly installments for a period of twelve (12) years. The monthly amount shall be calculated, in consultation with AMC’s compensation consultant or pension plan actuary, based on the amount credited to the Account at the time payments commence and a reasonable projection of the prime rate of interest over the payment period, with any adjustment necessary to be satisfied from made biannually. The provisions of this Section 3(b), including maintenance of the general funds Account, shall continue in full force and effect until all payments have been made to RFB and/or his beneficiary or estate hereunder, notwithstanding the termination of Viacomany other or all provisions of this Agreement.

Deferred Compensation. In addition (i) The Company shall maintain a --------------------- nonqualified deferred compensation plan that will allow the Executive the right to your Salary defer the payment to him of such portion of his annual base salary and Bonus, you cash bonus as the Executive shall earnelect. Any such deferred amounts that the Executive elects to have hypothetically invested in one or more mutual funds shall be transferred to a "rabbi trust" (the "Trust") and invested in such manner as shall be provided by the Trust. Amounts deferred by the Executive shall be paid to the Executive upon his retirement or other termination of employment, in respect a lump sum or in such installments, as elected by the Executive prior to retirement or termination in accordance with the terms of calendar year 2000 and each calendar year during the Employment Term after 2000plan. The Executive acknowledges that, an additional amount ("Deferred Compensation")in the event of the insolvency of the Company, the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall Trust's assets would be subject to annual increases each January 1st, commencing January 1, 2001, the claims of the Company's creditors and in such event the Executive would have the status of an unsecured creditor with respect to deferred amounts. (ii) The Company agrees that it shall fund the Trust for a period of up to two calendar years following the onset of a period of long-term disability of the Executive in an amount equal to 10% the amount deferred by the Executive in the year period prior to the onset of the sum period of your Salary and Deferred Compensation for long-term disability. If the preceding year. Deferred Compensation period of long-term disability ends prior to the commencement of the second calendar year following the onset of such long-term disability period, no payment shall be credited made by the Company for such year unless the Executive elects deferral of salary for such year pursuant to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debitedSection 5(h)(i) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove.

Deferred Compensation. In addition (i) Employee will be entitled to your Salary deferred compensation under an unfunded and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount non-tax qualified arrangement ("Deferred Compensation"), the payment of which (together with the return thereon ) as provided described in this paragraph 3(c)) Paragraph 5.C., which shall supercede and control over all prior deferred compensation arrangements. The amounts credited as Deferred Compensation will be deferred until January recorded as a bookkeeping entry representing a general unsecured obligation of the first calendar year following the year in which you cease Company and Employee shall not have a claim to be an "executive officer" of Viacom, as defined for purposes any specific assets of the Securities Exchange Act Company in satisfaction of 1934the amounts, if any, payable as amendedDeferred Compensation. The amount As of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of balance in the Deferred Compensation account recorded for Employee shall equal $_________, which is 365. The the amount of the Company's Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of "contributions" under the sum of your Salary Severance Agreement between the Company and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same timesEmployee, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through the Effective Date. After the Effective Date, the Company will credit Deferred Compensation at the rate of _________ percent (___%) is determined (it being understood of Employee's annual base salary. Deferred Compensation will be based on Employee's annual base salary in effect on January 1 in each year, and agreed that if at any time during which will be credited as of January 1 in each year. The Company may provide the Deferred Compensation remains through a benefit plan so long as (1) the amount credited by the Company on Employee's behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to Employee as set forth herein. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable your excess 401(k) account balance is distributed in full on amounts credited to you, your Employee as Deferred Compensation account shall continue pursuant to this Paragraph 5.C. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon "Years of Service," with Employee to be credited or debited with a deemed return one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning ____________ and ending on the Deferred Compensation Ending Date (as defined below). Employee will become vested in the Deferred Compensation based on the investment portfolio following schedule: Years of Service Percentage Vested Less than 4 0% At least 4 but less than 5 25% At least 5 but less than 6 35% At least 6 but less than 7 50% At least 7 but less than 8 65% At least 8 but less than 9 80% At least 9 100% In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 12 of this Agreement) account was notionally invested of the Company, Employee shall become immediately prior to its distribution). Viacom's obligation to pay the 100% vested in his Deferred Compensation (including amount notwithstanding the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove vesting schedule.

Deferred Compensation. In addition to your Salary and Bonusother compensation that Executive may be entitled to receive hereunder, you Executive shall earn, in respect of calendar year 2000 and each calendar year during also be entitled to receive deferred compensation amounts (the Employment Term after 2000, an additional amount ("Deferred Compensation"), ) as follows: (i) Company shall credit the payment amount of which $_______ to a book reserve (together with the return thereon "Deferred Compensation Account") established for this purpose as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" effective date of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. this Agreement. (ii) The amount of credited to the Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended Account from time to time, shall hereafter be credited with an amount in the nature of interest thereon ("Interest") at a rate equal to ten percent (10%) per annum, compounded annually, until such account has been fully distributed to Executive or to the beneficiary or beneficiaries of Executive. (iii) Executive shall forfeit any rights Executive may have to the payment of Deferred Compensation under this Agreement in the event that Executive is determined terminated For Cause (it being understood and agreed that if as defined in Section 4(C) below) at any time during which the Term, or if Executive terminates Executive's employment with Company Without Good Reason (as defined in Section 4(F) below) during the Initial Term. (iv) Upon termination of Executive's employment with Company other than as set forth in subsection (iii) above and subject to subsection (v) below, Company shall pay to Executive all amounts credited to Executive's Deferred Compensation Account, including Interest thereon, in twenty (20) quarterly installments of 1/20th of the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based Account on the investment portfolio date of such termination plus Interest accruing after such date on the declining balance thereon, on the last day of each calendar quarter, commencing with the quarter following the date on which Executive becomes entitled to payment of such amounts (the "DC Date"); provided, however, that the minimum amount of any such payment shall be the lesser of One Hundred Twenty Five Thousand Dollars ($125,000) and the remaining balance in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation Account; provided further that Company may in its sole discretion elect to pay all Deferred Compensation amounts in a lump sum, or prepay the balance of any unpaid installments. Any prepayment under this clause (including the return thereon provided for in this paragraph 3(c)iv) shall be an unfunded obligation applied to the installments in the inverse order of their due date. The DC Date shall be satisfied from the general funds of Viacom.determined as follows:

Deferred Compensation. In addition to your Salary and BonusSalary, beginning October 1, 2005, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, earn an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon thereon, as provided in this paragraph 3(c3(b)) ), shall be deferred until January 31st of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), or, if later, six (6) months after the termination of your employment. The amount of Deferred Compensation for calendar year 2000 shall be earned at the rate of Two Hundred Fifty Thousand Dollars ($2,000,000, prorated by multiplying such amount by 250,000) a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess Viacom Excess 401(k) plan of Viacom Plan for Senior Executives (as such plan may be amended from time to time, the "Excess 401(k) Plan") is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)3(b) shall be an unfunded obligation to be satisfied from the general funds of Viacom).

Deferred Compensation. In addition On the Effective Date and on each anniversary of the Effective Date during the Term, the Company shall credit an amount of $50,000 to your Salary account under a deferred compensation plan to be established by the Company. With respect to such amounts, your account balance shall vest and Bonusshall be non-forfeitable on the day before the first anniversary of the date such amount was first credited or, if earlier, immediately prior to the date of a Change in Control; provided, however, that if your Involuntary Termination occurs within six months prior to a Change in Control, you will receive at the time of the Change in Control an amount equal to any unvested portion of your account balance that was forfeited as a result of such termination. Upon termination of your employment with the Company as a result of a Termination Event (other than a Termination Event resulting from your death or Disability, in which case your account shall vest pro rata in accordance with Section 4(b)(iv) below), you shall earn, in forfeit your account balance with respect to any such amounts that are unvested on the Date of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amendedTermination. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 Promptly following the Effective Date, the Company and you shall negotiate in good faith and agree upon the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% specific terms of the sum deferred compensation plan, including the applicable investment vehicle(s) and terms and schedule of payments. In addition, you will be permitted to defer some or all of your Annual Salary and Deferred Compensation for and/or Annual Bonus pursuant to the preceding yeardeferred compensation plan, as to which amounts you will be fully vested immediately. Deferred Compensation shall Any amounts deferred under the plan will be credited to a bookkeeping account maintained by Viacom established on the books and records of the Company for this purpose and the value of your behalfaccount, allocated among vested and unvested balances, will be adjusted to reflect the balance performance of which account a nominal investment in accordance with the terms of the plan. The plan shall periodically be credited (comply in all respects with the requirements of Section 409A. Notwithstanding Section 3(d) above, on or debited) with deemed positive (or negative) return calculated prior to March 31, 2006, you may elect to participate, in lieu of participating in the same mannerCompany’s deferred compensation plan, and at in the same times, as Company’s other non-qualified retirement plans; provided that you shall not be eligible to receive the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied supplemental retirement benefits from the general funds Company provided to certain current officers of Viacomthe Company in their individual retirement agreements.

Deferred Compensation. In addition to your Salary and BonusSalary, you shall earn, in with respect of calendar year 2000 and to each calendar year payroll period during the Employment Term after 2000Term, an additional amount amounts ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(c3(b)) ), shall be deferred until January of the first calendar year following the year in which you cease to be an "“executive officer" ” of Viacom, as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended, and payable at that time or at such later date as shall be determined pursuant to paragraph 20. The amount Deferred Compensation for the six (6) month period from July 1, 2004 through December 31, 2004 shall equal One Million Dollars ($1,000,000), based on an annualized rate of Two Million Dollars ($2,000,000). The annualized rate of Deferred Compensation for each subsequent calendar year 2000 during the Employment Term shall be increased by Three Hundred ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ July 1, 2004 Thousand Dollars ($2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases 300,000) on each January 1st1st during the Employment Term, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year2005. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess Viacom Excess 401(k) plan of Viacom Plan for Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's ’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c3(b)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition (i) ▇▇▇▇▇▇▇ will be entitled to your Salary deferred compensation under an unfunded and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount non-tax qualified arrangement ("Deferred Compensation"), the payment of which (together with the return thereon ) as provided described in this paragraph 3(c)) Paragraph 5.D., which shall supercede and control over all prior deferred compensation arrangements. The amounts credited as Deferred Compensation will be deferred until January recorded as a bookkeeping entry representing a general unsecured obligation of the first calendar year following the year in which you cease Company and ▇▇▇▇▇▇▇ shall not have a claim to be an "executive officer" of Viacom, as defined for purposes any specific assets of the Securities Exchange Act Company in satisfaction of 1934the amounts, if any, payable as amendedDeferred Compensation. The amount As of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, the balance in the Deferred Compensation account recorded for ▇▇▇▇▇▇▇ equaled $429,900 and as of the denominator of Signature Date the balance in the Deferred Compensation account recorded for ▇▇▇▇▇▇▇ equaled $591,150, which is 365. The the amount of the Company's Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of "contributions" under the sum of your Salary Severance Agreement between the Company and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times▇▇▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through such respective dates. After the Signature Date, the Company will credit Deferred Compensation at the rate of seventy-five percent (75%) is determined (it being understood of ▇▇▇▇▇▇▇'▇ annual base salary. Deferred Compensation will be based on ▇▇▇▇▇▇▇'▇ annual base salary in effect on January 1 in each year, and agreed that if at any time during which will be credited as of January 1 in each year. The Company may provide the Deferred Compensation remains through a benefit plan so long as (1) the amount credited by the Company on ▇▇▇▇▇▇▇'▇ behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to ▇▇▇▇▇▇▇ as set forth herein. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable your excess 401(k) account balance is distributed in full on amounts credited to you, your ▇▇▇▇▇▇▇ as Deferred Compensation account shall pursuant to this Paragraph 5.D. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon "Years of Service," with ▇▇▇▇▇▇▇ to be credited with one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning on the first day of ▇▇▇▇▇▇▇'▇ employment with the Company and ending on the Deferred Compensation Ending Date (as defined below). (That is, ▇▇▇▇▇▇▇ will continue to be credited or debited with a deemed return Years of Service during any applicable Severance Period, as further provided in Paragraph 10.E.(iv) hereof.) ▇▇▇▇▇▇▇ will become vested in the Deferred Compensation based on the investment portfolio following schedule: PERCENTAGE YEARS OF SERVICE VESTED LESS THAN 4 0% AT LEAST 4 BUT LESS THAN 5 25% AT LEAST 5 BUT LESS THAN 6 35% AT LEAST 6 BUT LESS THAN 7 50% AT LEAST 7 BUT LESS THAN 8 65% AT LEAST 8 BUT LESS THAN 9 80% AT LEAST 9 100% In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 8.B.(ii) account was notionally invested of this Agreement) of the Company, ▇▇▇▇▇▇▇ shall become immediately prior to its distribution). Viacom's obligation to pay the 100% vested in his Deferred Compensation (including amount notwithstanding the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove vesting schedule.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000years 2002 through 2006, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 2002 shall be $2,000,000, prorated by multiplying such in an amount by a fraction, the numerator equal to no less than 7.5% of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365your Salary for 2001. The amount of Deferred Compensation for calendar years 2001 2003 through 2003 2006 shall be subject to annual increases each January 1st, commencing January 1, 20012003, in an amount equal to 10no less than 7.5% of the sum of your Salary and Deferred Compensation for the preceding year. The amount of Deferred Compensation for calendar year 2006 shall be prorated for the period that you are employed under this Agreement. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) ), shall be an unfunded obligation to be satisfied from the general funds of Viacom.. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ March 22, 2001 Page 3

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of the Old Contract, a special ledger Deferred Compensation Account (the "Account") for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which (together with would otherwise have been made by Southwest on behalf of the return thereon Employee to the Southwest Airlines Co. Profitsharing Plan but which exceed maximum annual additions under such Plan on her behalf under federal tax law. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided in this paragraph 3(c)under the terms of Southwest's Profitsharing Plan. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of her estate) at the first rate of $100,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become sixty-five (65) or (ii) the Employee's employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012005 and continuing annually thereafter, in an amount amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually ("Interest"), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year. Notwithstanding the foregoing, in which your excess 401(k) account was notionally invested immediately prior to the event of the Employee's death, Southwest, in its distribution). Viacom's obligation sole discretion, shall have the right to pay the unpaid balance of the Deferred Compensation (including together with any accrued Interest thereon) to the return thereon provided executors or administrators of the Employee's estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for or charged with any of the torts or obligations of the Employee or any person claiming under her, or be subject to seizure by any creditor of the Employee or any person claiming under her. Neither the Employee nor any person claiming under her shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in this paragraph 3(c)) any manner until the same shall be an unfunded obligation to be satisfied from the general funds of Viacomhave been actually distributed by Southwest.

Deferred Compensation. In addition to your Salary and Bonus, you The Company shall earn, establish a hypothetical Deferred Compensation Account for the benefit of Executive in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together accordance with the return thereon as provided in this paragraph 3(c)following: (a) The Deferred Compensation Account shall be deferred until January credited with the following amounts as of the following specified dates, provided that Executive remains in continuous employment with the Company on the specified dates. (b) No interest, earnings or market value adjustments will be applied to the amounts in the Deferred Compensation Account at any time. (c) Executive’s Deferred Compensation Account shall become 100% vested as of the first calendar year to occur of the following dates (“Vesting Date”): (i) June 1, 2012, provided that Executive is continuously employed with the year Company from the date of this Agreement through June 1, 2012, or (ii) Executive’s Termination Date by reason of his death, Disability or involuntary termination without Cause. (d) The amount payable to Executive under this Section 4 will be the amount of the Deferred Compensation Account on his Vesting Date; provided, if vesting is caused by Executive’s death, the amount payable shall be $4,000,000, regardless of the date of death, and shall be paid to Executive’s Spouse, or if Executive is not survived by his Spouse, to Executive’s estate. (e) The amount payable pursuant to this Section 4 shall be paid in which you cease the form of single sum within 30 days after the Vesting Date. (f) The amount payable pursuant to this Section 4 shall not be an "executive officer" of Viacom, as defined taken into account for purposes of determining the Securities Exchange Act of 1934, as amended. The amount available for deferral by Executive or the amount of Deferred Compensation the benefit accrued by Executive under any qualified or non-qualified, funded or unfunded deferred compensation or retirement plan or welfare benefit plan in which Executive is eligible to participate. (g) Upon Executive’s Termination Date for calendar year 2000 shall be $2,000,000any reason other than death, prorated by multiplying such amount by Disability or involuntary termination without Cause before occurrence of a fraction, the numerator of which is the number of days in 2000 following the Effective Vesting Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) Account shall be an unfunded obligation to be satisfied from the general funds of Viacomforfeited in its entirety.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of the Old Contract, a special ledger Deferred Compensation Account (the “Account”) for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which would otherwise have been made by Southwest on behalf of the Employee to the Southwest Airlines Co. Profitsharing Plan and Southwest Airlines Co. 401(k) Plan, but which exceed the amount permitted to be so contributed due to the limitations under Sections 415(c) (together the “415(c) Excess Amount”) and 401(a)(17) of the Internal Revenue Code. If Employee’s employment shall terminate prior to December 31 of any calendar year, Deferred Compensation shall nonetheless accumulate for such year to the extent that Employee is otherwise entitled to an allocation of the “Company Contribution” to the Southwest Airlines Co. ProfitSharing Plan for such year in accordance with the return thereon terms of the ProfitSharing Plan. In such case, Deferred Compensation shall be calculated for such year as provided above. Employee hereby elects not to invest the 415(c) Excess Amount in Southwest’s 2005 Excess Benefit Plan (or any successor plan) during the term of this paragraph 3(c)Agreement. The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee at the rate of $200,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the first calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become sixty-five (65) or (ii) the Employee’s employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012007 (if not so accrued and credited pursuant to the Old Contract, in an amount and if so accrued and credited, then beginning on January 1, 2008) and continuing annually thereafter until the entire balance of the account has been distributed (whether such distribution takes place during the term of this Agreement or thereafter), amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually (“Interest”), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year; provided, however, that if the event triggering commencement of payment of Deferred Compensation and Interest is Employee’s termination of employment with Southwest, payment of the first of such annual Deferred Compensation and Interest payments shall be deferred to the extent necessary to cause such payment to comply with the six month deferral rule described in which your excess 401(kSection 409A(a)(2)(B) account was notionally invested immediately prior to its distribution)of the Internal Revenue Code if Employee at his termination of employment with Southwest is a “specified employee” within the meaning of such section. Viacom's obligation to pay Notwithstanding the foregoing, in the event of the Employee’s death, then the unpaid balance of the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)together with any accrued Interest thereon) shall be an unfunded obligation paid to the executors or administrators of the Employee’s estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be satisfied from liable for or charged with any of the general funds torts or obligations of Viacomthe Employee or any person claiming under him, or be subject to seizure by any creditor of the Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in any manner until the same shall have been actually distributed by Southwest. Except with respect to the 415(c) Excess Amount elections, Paragraph IV-C of the Old Contract is hereby amended and restated to conform to the provisions set forth herein.

Deferred Compensation. In addition 1. The Employer agrees to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), defer the payment of which (together with certain compensation earned by the return thereon as provided in this paragraph 3(c)) Executive during each calendar year, and such deferred compensation shall be deferred until January of paid to the first calendar year following the year in which you cease to be an "executive officer" of Viacom, Executive as defined for purposes of the Securities Exchange Act of 1934, as amendedhereinafter provided. The amount of Deferred Compensation for compensation to be deferred in respect of any year shall be that portion or all of the Executive's annual compensation including salary, cash bonus and/or any other compensation earned during such year as the Executive elects to defer by written notice given to the Employer prior to the first day of such year; provided, however, that: (a) with respect to compensation paid in 1997 after the execution of an election made pursuant to the Prior Agreement, such election may be made within 30 days of the execution of the Prior Agreement; (i) with respect to a cash bonus paid in relation to any prior fiscal year ended on or about June 30, 2001 or prior thereto, such election may be made prior to the last day of the fiscal year to which the bonus relates; (ii) with respect to a cash bonus to be paid in relation to any fiscal year ending on or about June 30, 2002 or thereafter, such election may be made either: (i) on or before the last day of the calendar year 2000 in which the bonus is to be paid, provided that the election is made at least 90 days before the bonus becomes payable; or (ii) prior to the last day of the fiscal year to which the bonus relates; (c) with respect to any increase in the Executive's annual salary made during the year and payable after an election made pursuant to this Deferral Agreement, such election may be made within 30 days of the date when the amount and effective date of the increase are first made known to the Executive; and (d) with respect to any compensation newly awarded to the Executive during the year and payable after an election made pursuant to this Deferral Agreement, such election may be made within the later of: (i) 30 days from the date when the amount and effective date of the new compensation are first made known to the Executive; or (ii) 30 days before any portion of such compensation will first be earned by the Executive. 2. The Employer shall be $2,000,000establish and credit to a special account on its books (hereinafter referred to as an "Account") the amount of deferred compensation specified pursuant to paragraph 1 of this Article I. The Employer shall keep separate Accounts for deferred compensation in respect of particular years to the extent necessary to account for differing elections and designations hereunder regarding investments, prorated by multiplying benefit distributions and beneficiaries for such amount by years. If a portion or all of the Executive's annual salary for a year is deferred under paragraph 1, one-twelfth (or in the case of 1997, a fraction, the denominator of which is 1 and the numerator of which is the number of days full months remaining in 2000 following 1997 that are covered by the Effective Date, and the denominator election) of which is 365. The such deferred amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to the appropriate Account on the last day of each month during such year. If a bookkeeping account maintained portion or all of the Executive's bonus for a year is deferred under paragraph 1, such deferred amount shall be credited to the appropriate Account on the later of: (a) the last day of the month in which the Executive would have received the bonus in cash had he not elected the deferral under paragraph 1; or (b) five business days after the Company received the Executive's election to defer such bonus (or a portion thereof). 3. The balance in each Account shall be deemed for purposes of this Deferral Agreement to be invested and reinvested in such securities, investments, instruments or insurance policies as the Executive, in his sole discretion, shall direct from time to time, by Viacom on your behalfone day advance written notice given to the Employer or its designee. With the consent of the Employer, the balance Executive may, by giving written notice to the Employer or its designee, authorize an investment manager to make the directions specified in the preceding sentence. Any investment direction or change of which account investment direction shall periodically be credited (deemed made on the first business day after the day of the Employer's or debited) with deemed positive (its designee's, as the case may be, receipt of the Executive's or negative) return calculated the investment manager's, as the case may be, written notice of investment direction. Any such investment direction shall remain in effect until affirmatively changed by a subsequent investment direction given in the same manner, provided that the proceeds of any investment which matures shall be deemed to be reinvested in such money market account as the Employer may determine and thereafter until a new investment direction is made with respect to such proceeds. Notwithstanding the foregoing, no such deemed investment shall, in the Employer's reasonable judgment, impose upon the Employer administrative burdens or financial costs which are inappropriate in view of all of the circumstances. If no applicable investment direction is given on or before the date on which an amount is credited to an Account, such amount shall be initially invested in such money market account as the Employer may reasonably determine. The Employer, in its discretion and on such terms as it decides, may waive, or reduce the period of, any notice required under this paragraph. For the avoidance of doubt, the Employer in its sole discretion shall determine the manner in which the balances in each Account are actually invested and whether or not to actually invest the balances at all. Regardless of whether any such investment is actually made by the same timesEmployer, the investments and reinvestments shall be "deemed" to have been made as described in the preceding paragraph and the balances in each Account shall be increased or decreased pursuant to paragraph 5 of this Article I, as though such investments and reinvestments had actually been made. 4. Title to and beneficial ownership of any direct or indirect investments the deemed return on your account under the excess 401(k) plan of Viacom (as such plan Employer may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed make in full to you, your Deferred Compensation account shall continue to be credited or debited connection with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation this Deferral Agreement (including the return thereon provided transfer of funds to a selected investment manager for discretionary investment and reinvestment in this paragraph 3(c)such investments by such investment manager or the transfer of funds to a so-called rabbi trust) shall at all times remain with the Employer, and the Executive and his designated beneficiary or beneficiaries shall not have any property interest whatsoever in such investments. 5. At the end of every month, each Account shall be an unfunded obligation increased or decreased by (a) in the case of each investment actually made directly or indirectly by the Employer with respect to such Account, the net amount of all income, gain or loss earned or sustained, whether realized or unrealized, with respect to such investment, and (b) in the case of each deemed investment with respect to such Account, the net amount of all income, gain or loss which would have been earned or sustained, whether realized or unrealized, had the balance in the Account in fact been invested and reinvested in such investment. Each Account shall also be satisfied from charged with all payments or other distributions with respect to such Account and with all fees and expenses (including brokerage fees) with respect to such Account, in the general funds case of Viacominvestments actually made, at the rates actually paid and, in the case of investments deemed to have been made, at the rates which would have been paid had the investments actually been made.

Deferred Compensation. In addition The Company hereby agrees to credit three million five hundred thousand dollars ($3,500,000) (the "deferred amount") to your Salary and Bonus, you shall earn, in respect of calendar year Retirement Account (as Deferred Compensation)(the "2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation") under the Express Scripts, Inc. Executive Deferred Compensation Plan (the "Deferred Compensation Plan" and Retirement Account and Deferred Compensation shall be as defined in the Deferred Compensation Plan) as of the date this Amendment is executed and that such date shall be the Credit Date under the Deferred Compensation Plan. Notwithstanding anything to the contrary in the Deferred Compensation Plan or the Agreement, You shall forfeit the deferred amount (and any income, earnings or other gains thereon) if and only if Your employment with the Company (including any service solely as the Chairman of the Board) terminates prior to March 31, 2005 for any reason other than Your termination by the Company without Cause (as defined in subparagraph A of paragraph 7), Your death, Disability (as defined in subparagraph E of paragraph 7), Retirement (as defined in the payment Deferred Compensation Plan), or Good Reason (as defined in subparagraph C of which (together with the return thereon paragraph 7). Except as otherwise provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fractionAmendment, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The deferred amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% the terms and conditions of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(kPlan. 6. Section 7(C)(ii) account balance is distributed hereby amended as follows: A. Section 7(C)(ii) (a) is hereby amended to read as follows: (a) assignment of any duties materially and adversely inconsistent with Your position as specified herein, including status, offices, or responsibilities as contemplated under paragraph 1 of this Agreement (provided that it is expressly agreed that Your Resignation shall not constitute "Good Reason") or any other action by the Company which results in full a material and adverse change in such position, status, offices, titles or responsibilities, or any material and adverse change in Your reporting responsibilities (not due to youYour Resignation). B. Paragraph 7(C)(ii) is amended by deleting the word "or" at the end of Paragraph 7(C)(ii)(d), your Deferred Compensation account shall continue changing the "." at the end of Paragraph 7(C)(ii)(e) to be credited or debited with a deemed return based on "," and adding the investment portfolio in which your excess 401(kfollowing new subparagraph (f) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.Paragraph 7(C)(ii):

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect of calendar year 2000 2003 and each calendar year during the Employment Term after 20002003, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 2003 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 3652,993,000. The amount of Deferred Compensation for calendar years 2001 through 2003 2004, 2005 and 2006 shall be subject to annual increases each January 1st, commencing January 1, 2001, in the amount of Deferred Compensation for the preceding year increased by an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year; provided, however, that if your employment hereunder terminates on or following the expiration of the Employment Term, you shall continue to be credited with Deferred Compensation through the date of your termination of employment. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in respect (a) Employee Deferrals (Election of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"Employee), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following Commencing on the Effective Date, and continuing through the denominator date on which the Employee's employment terminates because of which is 365his death, retirement, disability, or any other cause, the Employee and the Corporation agree that the Employee shall defer into his Retirement Account the amount set forth in the Election of Deferral, Schedule A, Part 1,which the Employee would otherwise be entitled to receive from the Corporation in each Fiscal Year of the Corporation. The amount selected for deferral by the Employee pursuant to an Election of Deferral is referred to as the "Annual Deferral Sum". The amounts of compensation actually deferred, taking into account discontinuance of deferral pursuant to a Notice of Discontinuance, are hereinafter collectively included as the "Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Amounts". The Employee's Deferred Compensation for the preceding year. Deferred Compensation Amounts shall be credited to a bookkeeping account maintained the Employee's Retirement Account as of the dates such Deferred Amounts would, but for such deferral, be payable to the Employee. The Employee may elect an Annual Deferral Sum hereunder by Viacom on your behalffiling an Election of Deferral. The initial Election of Deferral must be filed within one (1) day of the Effective Date of this Agreement. Such initial Election of Deferral, if any, shall be effective commencing with the balance following pay cycle. Thereafter, an Election of Deferral must be filed at least ten (10) days prior to the beginning of the Plan Year to which account it pertains and shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based effective on the investment portfolio in which your excess 401(kfirst day of the Plan Year following the filing thereof. The Employee may elect to defer a maximum Annual Deferral Sum of one hundred percent (100%) account was notionally invested immediately prior to its distribution)of base salary and one hundred percent (100%) of any incentive bonus. Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) The minimum Annual Deferral Sum, if any is elected, shall be an unfunded obligation to be satisfied from the general funds no less than one percent (1%) of ViacomCompensation.

Deferred Compensation. In addition 1. The Employer agrees to your Salary defer the payment of certain compensation earned by the Executive during each calendar year, and Bonus, you such deferred compensation shall earn, be paid to the Executive as hereinafter provided. The amount of compensation to be deferred in respect of calendar any year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January that portion or all of the Executive's annual salary and/or cash bonus earned for such year as the Executive elects to defer by written notice given to the Employer at least 15 days prior to the first calendar day of such year; provided, however, that in the case of a cash bonus to be paid in a year following the year to which such cash bonus relates, such election may be made prior to the last day of the year to which such cash bonus relates; provided, further, that in which you cease the case of compensation to be paid in 1997 after the execution of this Deferral Agreement, such election may be made within 30 days of the execution of this Deferral Agreement. 2. The Employer shall establish and credit to a special account on its books (hereinafter referred to as an "executive officer" Account") the amount of Viacomdeferred compensation specified in paragraph 1 of this Article I. The Employer shall keep separate Accounts for deferred compensation in respect of particular years to the extent necessary to account for differing elections and designations hereunder regarding investments, as defined benefit distributions and beneficiaries for purposes such years. If a portion or all of the Securities Exchange Act Executive's annual salary for a year is deferred under paragraph 1, one-twelfth (or in the case of 19341997, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the denominator of which is 1 and the numerator of which is the number of days full month remaining in 2000 following 1997 at the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% time of the sum election) of your Salary and Deferred Compensation for the preceding year. Deferred Compensation such deferred amount shall be credited to the appropriate Account on the last day of each month during such year (or such period). If a bookkeeping account maintained portion or all of the Executive's bonus for a year is deferred under paragraph 1, such deferred amount shall be credited to the appropriate Account on the last day of the month in which the Executive would have received the bonus in cash had he not elected the deferral under paragraph 1. 3. The balance in each Account shall be deemed for purposes of this Deferral Agreement to be invested and reinvested in such securities, investments, instruments and insurance policies as the Executive, in his sole discretion, shall direct from time to time, by Viacom on your behalfone day advance written notice given to the Employer or its designee. With the consent of the Employer, the balance Executive may, by giving written notice to the Employer or its designee, authorize an investment manager to make the directions specified in the preceding sentence. Any investment direction or change of which account investment direction shall periodically be credited (deemed made on the first business day after the day of the Employer's or debited) with deemed positive (its designee's, as the case maybe, receipt of the Executive's or negative) return calculated the investment manager's, as the case may be, written notice of investment direction. Any such investment direction shall remain in effect until affirmatively changed by a subsequent investment direction given in the same manner, and at provided that the same times, proceeds of any investment which matures shall be deemed to be reinvested in such money market account as the Employer may determine and thereafter until a new investment direction is made with respect to such proceeds. Notwithstanding the foregoing, no such deemed return investment shall, in the Employer's reasonable judgment, impose upon the Employer administrative burdens or financial costs which are inappropriate in view of all of the circumstances. If no applicable investment direction is given on your or before the date on which an amount is credited to an Account, such amount shall be initially invested in such money market account as the Employer may reasonably determine. The Employer, in its discretion and on such terms as it decides, may waive, or reduce the period of, any notice required under this paragraph. 4. Title to and beneficial ownership of any direct or indirect investment the excess 401(k) plan of Viacom (as such plan Employer may be amended from time to time) is determined (it being understood and agreed that if at any time during which make in connection with the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited Plan or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation Agreement (including the return thereon provided transfer of funds to a selected investment manager for discretionary investment and reinvestment in this paragraph 3(csuch investments by such investment manager or the transfer of funds to a so-called rabbi trust)) , shall at all times remain with the Employer, and the Executive and his designated beneficiary or beneficiaries shall not have any property interest whatsoever in such investments. 5. At the end of every month, each Account shall be an unfunded obligation increased or decreased by (a) in the case of each investment actually made directly or indirectly by the Employer with respect to such Account, the net amount of all income, gain or loss earned or sustained, whether realized or unrealized, with respect to such investment, and (b) in the case of each deemed investment with respect to such Account, the net amount of all income, gain or loss which would have been earned or sustained, whether realized or unrealized, had the balance in the Account in fact been invested and reinvested in such investment. Each Account shall also be satisfied from charged with all payments or other distributions with respect to such Account and with all fees and expenses (including brokerage fees) with respect to such Account, in the general funds case of Viacominvestments actually made, at the rates actually paid and, in the case of investments deemed to have been made, at the rates which would have been paid had the investments actually been made.

Deferred Compensation. In addition to your Salary and BonusSalary, you shall earn, in with respect of calendar year 2000 and to each calendar year payroll period during the Employment Term after 2000your employment with CBS, an additional amount amounts ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(c2(b)) ), shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" employee of ViacomCBS and payable at that time or at such later date as shall be determined pursuant to paragraph 13, as defined for purposes provided, however, that, except in the event of your death, the Securities Exchange Act Deferred Compensation will not be payable to you earlier than six (6) months following your termination of 1934, as amendedemployment. The amount of Deferred Compensation for calendar year 2000 shall be based on an annualized rate of One Million Three Hundred Thousand Dollars ($2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year1,300,000). Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom CBS on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess CBS Excess 401(k) plan of Viacom Plan for Designated Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's CBS’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c2(b)) shall be an unfunded obligation to be satisfied from the general funds of ViacomCBS.

Deferred Compensation. In addition to your Salary and Bonus, you shall earn, in with respect of calendar year 2000 and each calendar year during to the Employment Term after 2000period from May 1, 2003 through January 31, 2006, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)3(d) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"). The Deferred Compensation shall be earned at the rate of Twenty Five Thousand Dollars ($25,000) for the twelve-month period from May 1, 2003 to April 30, 2004, One Hundred Thousand Dollars ($100,000) for the twelve-month period from May 1, 2004 to April 30, 2005 and One Hundred Seventy Five Thousand Dollars ($175,000) for the nine-month period from May 1, 2005 to January 31, 2006 (which results in prorated Deferred Compensation in the amount of Deferred Compensation One Hundred Thirty One Thousand Two Hundred Fifty Dollars ($131,250) for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding yearperiod). Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the Viacom excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c3(d)) shall be an unfunded obligation to be satisfied from the general funds of Viacom."

Deferred Compensation. In addition the event that Employee retires after performing services for Employer up until Employee reaches the age of 65 or retires at an earlier age with the approval of Employer, Employee will be entitled to your deferred compensation payments after retirement upon the following terms and conditions: a. For a period of twenty (20) years ("Retirement Period") Employee will receive all of the following: (i) base payments equal to thirty percent (30%) of the average total salary (Base Salary and plus Profits Bonus plus Revenue Bonus, you shall earn, in respect of calendar year 2000 and each calendar year ) paid to Employee during the Employment Term after 2000last three (3) full years of employment or based upon his total period of employment, an additional amount should that period be less that three (3) full years, prior to the month of retirement ("Deferred CompensationRetirement Base Salary"); (ii) Advisory Payments equal to thirty percent (30%) of the Retirement Base Salary, provided that Employee serves as an advisor and consultant to Employer regarding its business. Employee will hold himself available to perform services at reasonable times at the request of the Board, consistent with any business activities Employee may be engaged in at such time. The Board shall have the right to require the presence of Employee at any Board meeting, not exceeding more than one meeting per month. Attendance at these Board meetings shall not be required should Employee's health prevent attendance; however, Employer shall have the right to demand a written statement from Employee prepared by a licensed medical examiner evidencing inability of Employee to attend the meeting or meetings. Employee will be reimbursed for all reasonable and necessary travel and incidental expenses incurred by Employee in connection with the performance of advisory services; and (iii) Noncompetition Payments equal to forty percent (40%) of the Retirement Base Salary. b. The Retirement Base Salary, the payment of which Advisory Payments and the Noncompetition Payments (together with collectively, the return thereon as provided in this paragraph 3(c)"Deferred Compensation Payments") shall be deferred until January made in equal monthly installments on the first day of each month, starting the month following the month of retirement. c. In the event of the first calendar year following death of Employee prior to the year in which you cease to be an "executive officer" of Viacom, as defined for purposes expiration of the Securities Exchange Act "Retirement Period," Employer will pay all remaining installments of 1934Retirement Base Salary specified in Paragraph 6.a.(i), as amended. The amount of but no other Deferred Compensation for calendar year 2000 shall be $2,000,000Payments, prorated to any beneficiary of Employee designated by multiplying Employee in a written document filed with Employer, or in the absence of such amount by a fractiondesignation, the numerator estate of which is Employee. Employer may elect to pay these remaining installments of Retirement Base Salary in a lump sum or in the number equal monthly installments specified in Paragraph 6.b. d. Employee shall not sell, assign, transfer, or pledge, or in any other way dispose of days in 2000 following the Effective Dateor encumber, voluntarily or involuntarily, by gift, testamentary disposition, inheritance, transfer to any inter-vivos trust, seizure and the denominator sale by legal process, operation of which is 365. The amount law, bankruptcy, winding up of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1sta corporation, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfor otherwise, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time right to time) is determined (it being understood and agreed that if at receive any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full Retirement Base Salary pursuant to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of ViacomAgreement.

Deferred Compensation. In addition 1. The Employer agrees to your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), defer the payment of which (together with certain compensation earned by the return thereon as provided in this paragraph 3(c)) Executive during each calendar year, and such deferred compensation shall be deferred until January of paid to the first calendar year following the year in which you cease to be an "executive officer" of Viacom, Executive as defined for purposes of the Securities Exchange Act of 1934, as amendedhereinafter provided. The amount of Deferred Compensation for compensation to be deferred in respect of any year shall be that portion or all of the Executive's annual compensation including salary, cash bonus and/or any other compensation earned during such year as the Executive elects to defer by written notice given to the Employer prior to the first day of such year; provided, however, that: (a) with respect to compensation to be earned and paid in 2000 after the execution of an election made pursuant to this Deferral Agreement, such election may be made within 30 days of the execution of this Deferral Agreement; (b) with respect to a cash bonus to be paid in relation to any prior fiscal year which ended on or about June 30th such election may be made either: (i) on or before the last day of the calendar year 2000 in which the bonus is to be paid, provided that the election is made at least 90 days before the bonus becomes payable; or (ii) prior to the last day of the fiscal year to which the bonus relates; (c) with respect to any increase in the Executive's annual salary made during the year and payable after an election made pursuant to this Deferral Agreement, such election may be made within 30 days of the date when the amount and effective date of the increase are first made known to the Executive; and (d) with respect to any compensation newly awarded to the Executive during the year and payable after an election made pursuant to this Deferral Agreement, such election may be made within the later of: (i) 30 days from the date when the amount and effective date of the new compensation are first made known to the Executive; or (ii) 30 days before any portion of such compensation will first be carried by the Executive. 2. The Employer shall be $2,000,000establish and credit to a special account on its books (hereinafter referred to as an "Account") the amount of deferred compensation specified pursuant to paragraph 1 of this Article I. The Employer shall keep separate Accounts for deferred compensation in respect of particular years to the extent necessary to account for differing elections and designations hereunder regarding investments, prorated by multiplying benefit distributions and beneficiaries for such amount by years. If a portion or all of the Executive's annual salary for a year is deferred under paragraph 1, one-twelfth (or in the case of 2000, a fraction, the denominator of which is 1 and the numerator of which is the number of days full months remaining in 2000 following that are covered by the Effective Date, and the denominator election) of which is 365. The such deferred amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to the appropriate Account on the last day of each month during such year. If a bookkeeping account maintained portion or all of the Executive's bonus for a year is deferred under paragraph 1, such deferred amount shall be credited to the appropriate Account on the later of: (a) the last day of the month in which the Executive would have received the bonus in cash had he not elected the deferral under paragraph 1; or (b) five business days after the Company received the Executive's election to defer such bonus (or a portion thereof). 3. The balance in each Account shall be deemed for purposes of this Deferral Agreement to be invested and reinvested in such securities, investments, instruments or insurance policies as the Executive, in his sole discretion, shall direct from time to time, by Viacom on your behalfone day advance written notice given to the Employer or its designee. With the consent of the Employer, the balance Executive may, by giving written notice to the Employer or its designee, authorize an investment manager to make the directions specified in the preceding sentence. Any investment direction or change of which account investment direction shall periodically be credited (deemed made on the first business day after the day of the Employer's or debited) with deemed positive (its designee's, as the case may be, receipt of the Executive's or negative) return calculated the investment manager's, as the case may be, written notice of investment direction. Any such investment direction shall remain in effect until affirmatively changed by a subsequent investment direction given in the same manner, provided that the proceeds of any investment which matures shall be deemed to be reinvested in such money market account as the Employer may determine and thereafter until a new investment direction is made with respect to such proceeds. Notwithstanding the foregoing, no such deemed investment shall, in the Employer's reasonable judgment, impose upon the Employer administrative burdens or financial costs which are inappropriate in view of all of the circumstances. If no applicable investment direction is given on or before the date on which an amount is credited to an Account, such amount shall be initially invested in such money market account as the Employer may reasonably determine. The Employer, in its discretion and on such terms as it decides, may waive, or reduce the period of, any notice required under this paragraph. For the avoidance of doubt, the Employer in its sole discretion shall determine the manner in which the balances in each Account are actually invested and whether or not to actually invest the balances at all. Regardless of whether any such investment is actually made by the same timesEmployer, the investments and reinvestments shall be "deemed" to have been made as described in the preceding paragraph and the balances in each Account shall be increased or decreased pursuant to paragraph 5 of this Article I, as though such investments and reinvestments had actually been made. 4. Title to and beneficial ownership of any direct or indirect investments the deemed return on your account under the excess 401(k) plan of Viacom (as such plan Employer may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed make in full to you, your Deferred Compensation account shall continue to be credited or debited connection with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation this Deferral Agreement (including the return thereon provided transfer of funds to a selected investment manager for discretionary investment and reinvestment in this paragraph 3(c)such investments by such investment manager or the transfer of funds to a so-called rabbi trust) shall at all times remain with the Employer, and the Executive and his designated beneficiary or beneficiaries shall not have any property interest whatsoever in such investments. 5. At the end of every month, each Account shall be an unfunded obligation increased or decreased by (a) in the case of each investment actually made directly or indirectly by the Employer with respect to such Account, the net amount of all income, gain or loss earned or sustained, whether realized or unrealized, with respect to such investment, and (b) in the case of each deemed investment with respect to such Account, the net amount of all income, gain or loss which would have been earned or sustained. whether realized or unrealized, had the balance in the Account in fact been invested and reinvested in such investment. Each Account shall also be satisfied from charged with all payments or other distributions with respect to such Account and with all fees and expenses (including brokerage fees) with respect to such Account, in the general funds case of Viacominvestments actually made, at the rates actually paid and, in the case of investments deemed to have been made, at the rates which would have been paid had the investments actually been made.

Deferred Compensation. In addition The Company shall, for a period of ten (10) years commencing immediately following the closing of the Company's IPO (as defined herein) and continuing thereafter from year to your Salary and Bonusyear, you shall earnaccrue the sum of $55,000 annually, in respect as deferred compensation for the benefit of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount Executive (the "Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) . The accrual shall be deferred until January effective as of the first calendar year following day of each twelve (12) month period commencing with the year in which you cease to be an "executive officer" of Viacom, as defined for purposes closing of the Securities Exchange Act Company's IPO and each anniversary of 1934, as amendedsaid date. The Company shall not be obligated to set aside any funds or assets of the Company for the purpose of paying said Deferred Compensation nor shall any interest accrue on the amount of Deferred Compensation accrued in each such twelve (12) month period. If not paid prior thereto, the Company shall pay the total amount of the Deferred Compensation to the Executive at the end of the tenth (10th) such twelve (12) month period following the Company's IPO. If not paid prior thereto, the Company shall pay the then accrued Deferred Compensation to the beneficiary(ies) of the Executive in the event of the death of the Executive. If not paid prior thereto, in the event that the Executive's employment hereunder is terminated by the Company without Cause, or by the Executive in connection with a Deemed Termination Event or because of material breach hereof by the Company, the remaining amount of the Deferred Compensation that would have accrued for calendar the benefit of the Executive hereunder for the remainder of the ten (10) year 2000 period shall be $2,000,000determined utilizing the net present value thereof (as determined by the Company utilizing reasonable actuarial and interest rate assumptions) and said amount shall be added to the amount of the Deferred Compensation previously accrued. Payment shall be made to the Executive if he is alive on the payment date, prorated by multiplying such amount by to his legal representative if he is alive on the payment date and a fractionlegal representative has been appointed for him, or to his beneficiary or beneficiaries if he is not alive on the numerator payment date. The Executive may designate a beneficiary or beneficiaries in a written designation of beneficiary delivered to the Company prior to his death which beneficiary or beneficiaries shall be entitled to receive said Deferred Compensation when it is payable. If there is no designated beneficiary, said Deferred Compensation shall be payable to the number surviving spouse of days in 2000 following the Effective DateExecutive, if any, and in the denominator absence of which is 365a surviving spouse, to the Estate of the Executive. The amount In making the payment of Deferred Compensation provided for calendar years 2001 through 2003 shall be in this Agreement, the Company may make such payment (subject to annual increases each January 1st, commencing January 1, 2001, any applicable law requiring withholding for tax or other purposes) in cash or by transferring any asset then held by the Company in an amount equal to 10% the amount of the sum of your Salary and Deferred Compensation Compensation, including, without limitation, by forgiving any obligation owed to the Company by the Executive. In the event that the Company sets aside any funds, assets or other property to provide for the preceding year. Deferred Compensation Company's ability to meet its obligations hereunder, such funds, assets or other property shall be credited to a bookkeeping account maintained by Viacom on your behalfand remain general unrestricted assets of the Company, shall not be considered as security for any obligation of the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, Company hereunder and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation subject to be satisfied from the claims of the general funds unsecured creditors of Viacomthe Company until paid over to the Executive.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of each of the Old Contracts, a special ledger Deferred Compensation Account (the “Account”) for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which would otherwise have been made by Southwest on behalf of the Employee to the Southwest Airlines Co. Profitsharing Plan and Southwest Airlines Co. 401(k) Plan, but which exceed the amount permitted to be so contributed due to the limitations under Sections 415(c) (together with the return thereon “415(c) Excess Amount”) and 401(a)(17) of the Internal Revenue Code. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided under the terms of Southwest’s Profitsharing Plan. Employee hereby elects not to invest the 415(c) Excess Amount in this paragraph 3(cSouthwest’s 2005 Excess Benefit Plan (or any successor plan). The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee (or to the executors or administrators of his estate) at the first rate of $200,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the calendar year following the year in which you cease to be an "executive officer" (i) the Employee shall attain the age of Viacomeighty-two (82) or (ii) the Employee’s employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation ultimately payable to the Employee hereunder shall be computed in accordance with the provisions set forth above, there shall be accrued and credited to the Account, beginning on January 1, 2007 (if not so accrued and credited pursuant to the Old Contracts, and if so accrued and credited, then beginning on January 1, 2008) and continuing annually thereafter until the entire balance of the account has been distributed (whether such distribution takes place during the term of this Agreement or thereafter), amounts equal to simple interest at the rate of ten percent (10%) per annum, compounded annually (“Interest”), on the accrued and unpaid balance of the Deferred Compensation credited to the Account as of the preceding December 31. The Deferred Compensation and Interest to be paid in any one calendar year shall be paid on the first business day of such calendar year; provided, however, that if the event triggering commencement of payment of Deferred Compensation and Interest is Employee’s termination of employment with Southwest, payment of the first of such annual Deferred Compensation and Interest payments shall be deferred to the extent necessary to cause such payment to comply with the six month deferral rule described in Section 409A(a)(2)(B) of the Internal Revenue Code if Employee at his termination of employment with Southwest is a “specified employee” within the meaning of such section. No right, title, interest or benefit under this Paragraph IV-C shall ever be liable for calendar years 2001 through 2003 shall or charged with any of the torts or obligations of the Employee or any person claiming under him, or be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% seizure by any creditor of the sum Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of your Salary and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalfany right, the balance of which account shall periodically be credited (title, interest or debited) with deemed positive (or negative) return calculated benefit under this Paragraph IV-C in any manner until the same mannershall have been actually distributed by Southwest. Except with respect to the 415(c) Excess Amount elections, Paragraph IV-C of each of the Old Contracts is hereby amended and at restated to conform to the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomprovisions set forth herein.

Deferred Compensation. In addition Commencing on the execution date of the Executive's Joinder Agreement and continuing through the end of the Deferral Period, the Executive and the Bank agree that the Executive shall be entitled to your Salary and Bonus, you shall earn, defer into his Elective Bonus Contribution Account up to Twenty-Five Percent (25%) of the Executive's bonus compensation which the Executive would otherwise be entitled to receive from the Bank in respect of calendar year 2000 and each calendar year Plan Year during the Employment Term after 2000Deferral Period. The specific amount of bonus compensation which the Executive elects to defer annually shall be designated in the Executive's Joinder Agreement. In addition, a Tier One Executive shall be entitled to defer into his Elective Bonus Contribution Account up to an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following Tier One Executive's bonus compensation which the year Tier One Executive would otherwise be entitled to receive from the Bank in which you cease each Plan Year during the Deferral Period, so long as the average bonus deferral percentage for all Executives (not just Tier One Executives) entitled to be an "executive officer" of Viacom, as defined for purposes of make bonus deferrals under the Securities Exchange Act of 1934, as amended. The Plan shall not exceed the dollar amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated determined by multiplying such amount Twenty-Five Percent (25%) by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation the bonus compensation for the preceding year. Deferred Compensation all Executives entitled to participate hereunder (such dollar amount shall be credited referred to a bookkeeping account maintained by Viacom on your behalfas the "Bonus Deferral Pool Limit.") If prior to the beginning of any Plan Year the total of the Projected Deferrals of all Executives for such year is less than the total dollar amount of the Bonus Deferral Pool Limit, the balance Tier One Executives, on a pro-rata basis, will be given an opportunity to defer an additional amount, up to the Bonus Deferral Pool Limit. After all Tier One Executives have been given such opportunity, if the total Projected Deferrals is less than the dollar amount of which account the Bonus Deferral Pool Limit, the Tier One Executives shall periodically be credited (or debited) with deemed positive (or negative) return calculated in given another opportunity to increase their Projected Deferrals, on a pro-rata basis up to the same mannerBonus Deferral Pool Limit, and at so on, until (i) all Tier One Executives have deferred the same timesmaximum amount they wish to defer, as or (ii) the deemed return on your account under total Projected Deferrals equals (but does not exceed) the excess 401(k) plan of Viacom (as such plan may Bonus Deferral Pool Limit; provided however, that all increases in an Executive's Projected Deferral must be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately made prior to its distribution). Viacom's obligation to pay January 1 of the Deferred Compensation (including the return thereon provided Plan Year for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomwhich such Projected Deferral is effective.

Deferred Compensation. In addition You shall be paid, at such times as are set forth in this Agreement, deferred compensation based upon an amount equal to a range from forty percent (40%) to fifty percent (50%) of your Salary and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during Final Average Pay (the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) percent shall be deferred until January set at any time, and may be set from time to time, by the Board of Directors; provided, however, that such percent shall in no event be set later than the time at which your Final Average Pay is to be determined hereunder. For purposes of this Agreement, the term "Final Average Pay" shall mean an amount equal to (i) the total of (a) the sum of the first calendar year following base salary and incentive compensation paid to you with respect to each of the two (2) fiscal years ending immediately preceding the fiscal year in which you cease become entitled to be an "executive officer" of Viacomthe Deferred Compensation, as defined for purposes of plus (b) the Securities Exchange Act of 1934base salary and incentive compensation payable to you at the time that you become entitled to the Deferred Compensation (annualized to twelve (12) months), as amended(ii) divided by three (3). The amount of Deferred Compensation for calendar year 2000 the foregoing percent (as so determined by the Board of Directors) of your Final Average Pay, when calculated, shall then be $2,000,000, prorated restated to a monthly amount by multiplying dividing such amount by a fraction, twelve (12) (the numerator of which is the number of days in 2000 following the Effective Date"Monthly Amount"), and the denominator Monthly Amount shall be paid monthly, to you or your estate, as the case may be, beginning on the day set forth in this Agreement, for a period of one hundred eighty 2 3 (180) months or the period ending with the month of your death, whichever is longer. In this regard, if you die after the date on which is 365you first become entitled to payment of the Deferred Compensation, whether or not the first payment of the Monthly Amount has been made, and prior to the payment of the Monthly Amount for one hundred eighty (180) months, the Monthly Amount shall be paid monthly for the balance of such one hundred eighty (180) month period to the beneficiary or beneficiaries designated by you in writing to the Company, or, if none are designated, to your estate. The As of July 1, 2000 the amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject has vested to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% the extent of one hundred percent (100%) so that as of the sum date of your Salary this Agreement the full amount determined by the foregoing formula is due and Deferred Compensation for the preceding year. Deferred Compensation shall be credited payable to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated you in the same manner, and at the same times, instances as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for set forth elsewhere in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of ViacomAgreement.

Deferred Compensation. In addition to your Salary and BonusSalary, you shall earn, in with respect of calendar year 2000 and to each calendar year payroll period during the Employment Term after 2000Term, an additional amount amounts ("“Deferred Compensation"”), the payment of which (together with the return thereon as provided in this paragraph 3(c3(b)) ), shall be deferred until January of the first calendar year following the year in which you cease to be an "“executive officer" ” of Viacom, as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended, and payable at that time or at such later date as shall be determined pursuant to paragraph 20. The amount Deferred Compensation for the six (6) month period from July 1, 2004 through December 31, 2004 shall equal One Million Dollars ($1,000,000), based on an annualized rate of Two Million Dollars ($2,000,000). The annualized rate of Deferred Compensation for each subsequent calendar year 2000 during the Employment Term shall be increased by Three Hundred ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ July 1, 2004 Thousand Dollars ($2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases 300,000) on each January 1st1st during the Employment Term, commencing January 1, 2001, in an amount equal to 10% of the sum of your Salary and Deferred Compensation for the preceding year2005. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess Viacom Excess 401(k) plan of Viacom Plan for Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that that, if at any time during which the Deferred Compensation remains payable payable, your excess account balance in the Excess 401(k) account balance Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess Excess 401(k) Plan account was notionally invested immediately prior to its distribution). Viacom's ’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c3(b)) shall be an unfunded obligation to be satisfied from the general funds of Viacom.

Deferred Compensation. In addition to your the Base Salary provided for in Paragraph IV-A above, Southwest shall continue to set aside on its books, as provided in Paragraph IV-C of the Old Contract, a special ledger Deferred Compensation Account (the “Account”) for the Employee, and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount credit thereto Deferred Compensation determined as hereinafter provided. ("Deferred Compensation"), Southwest at its election may fund the payment of Deferred Compensation by setting aside and investing such funds as Southwest may from time to time determine. Neither the establishment of the Account, the crediting of Deferred Compensation thereto, nor the setting aside of any funds shall be deemed to create a trust. Legal and equitable title to any funds set aside shall remain in Southwest, and the Employee shall have no security or other interest in such funds. Any funds so set aside or invested shall remain subject to the claims of the creditors of Southwest, present and future.) For each full or partial calendar year as the Employee shall remain in the employment of Southwest under this Agreement, Deferred Compensation shall accumulate in an amount equal to any contributions (including forfeitures but excluding any elective deferrals actually returned to the Employee) which would otherwise have been made by Southwest on behalf of the Employee to the Southwest Airlines Co. Profitsharing Plan and Southwest Airlines Co. 401(k) Plan, but which exceed the amount permitted to be so contributed due to the limitations under Sections 415(c) (together with the return thereon “415(c) Excess Amount”) and 401(a)(17) of the Internal Revenue Code.. If such employment shall terminate prior to December 31 in any calendar year, then Deferred Compensation shall accumulate and be calculated as provided under the terms of Southwest’s Profitsharing Plan. Employee hereby elects not to invest the 415(c) Excess Amount in this paragraph 3(cSouthwest’s 2005 Excess Benefit Plan (or any successor plan). The Deferred Compensation credited to the Account (including the Interest hereinafter provided) shall be deferred until January paid to the Employee at the rate of $200,000 per calendar year (subject to such payroll and withholding deductions as may be required by law), commencing with the first calendar year following the year in which you cease to be an "executive officer" of Viacom(i) the Employee shall become sixty-five (65) or (ii) the Employee’s employment with Southwest shall terminate (whether such termination is under this Agreement or otherwise and whether it is before, as defined for purposes on or after the expiration of the Securities Exchange Act initial term set forth in Paragraph III-A above, and irrespective of 1934the cause thereof), as amended. The whichever shall occur later, and continuing until the entire amount of Deferred Compensation for calendar year 2000 and Interest credited to the Account shall be $2,000,000, prorated by multiplying such amount by a fraction, have been paid. Although the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of which is 365. The total amount of Deferred Compensation for calendar years 2001 through 2003 ultimately payable to the Employee hereunder shall be subject computed in accordance with the provisions set forth above, there shall be accrued and credited to annual increases each January 1stthe Account, commencing beginning on January 1, 20012007 (if not so accrued and credited pursuant to the Old Contract, in an amount and if so accrued and credited, then beginning on January 1, 2008) and continuing annually thereafter until the entire balance of the account has been distributed (whether such distribution takes place during the term of this Agreement or thereafter), amounts equal to simple interest at the rate of ten percent (10% of %) per annum, compounded annually (“Interest”), on the sum of your Salary accrued and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the unpaid balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full credited to you, your the Account as of the preceding December 31. The Deferred Compensation account shall continue and Interest to be credited or debited with a deemed return based paid in any one calendar year shall be paid on the investment portfolio first business day of such calendar year; provided, however, that if the event triggering commencement of payment of Deferred Compensation and Interest is Employee’s termination of employment with Southwest, payment of the first of such annual Deferred Compensation and Interest payments shall be deferred to the extent necessary to cause such payment to comply with the six month deferral rule described in which your excess 401(kSection 409A(a)(2)(B) account was notionally invested immediately prior to its distribution)of the Internal Revenue Code if Employee at his termination of employment with Southwest is a “specified employee” within the meaning of such section. Viacom's obligation to pay Notwithstanding the foregoing, in the event of the Employee’s death, then the unpaid balance of the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)together with any accrued Interest thereon) shall be an unfunded obligation paid to the executors or administrators of the Employee’s estate in cash in one lump sum on the first business day of the calendar year next following the calendar year in which the Employee shall have died. No right, title, interest or benefit under this Paragraph IV-C shall ever be satisfied from liable for or charged with any of the general funds torts or obligations of Viacomthe Employee or any person claiming under him, or be subject to seizure by any creditor of the Employee or any person claiming under him. Neither the Employee nor any person claiming under him shall have the power to anticipate or dispose of any right, title, interest or benefit under this Paragraph IV-C in any manner until the same shall have been actually distributed by Southwest. Except with respect to the 415(c) Excess Amount elections, Paragraph IV-C of the Old Contract is hereby amended and restated to conform to the provisions set forth herein.

Deferred Compensation. In addition (i) ▇▇▇▇▇ will be entitled to your Salary deferred compensation under an unfunded and Bonus, you shall earn, in respect of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount non-tax qualified arrangement ("Deferred Compensation"), the payment of which (together with the return thereon ) as provided described in this paragraph 3(c)) Paragraph 5.D., which shall supercede and control over all prior deferred compensation arrangements. The amounts credited as Deferred Compensation will be deferred until January recorded as a bookkeeping entry representing a general unsecured obligation of the first calendar year following the year in which you cease Company and ▇▇▇▇▇ shall not have a claim to be an "executive officer" of Viacom, as defined for purposes any specific assets of the Securities Exchange Act Company in satisfaction of 1934the amounts, if any, payable as amendedDeferred Compensation. The amount As of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Date, and the denominator of balance in the Deferred Compensation account recorded for ▇▇▇▇▇ shall equal $__________, which is 365. The the amount of the Company's Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% of "contributions" under the sum of your Salary Severance Agreement between the Company and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times▇▇▇▇▇, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be was amended from time to time, through the Effective Date. After the Effective Date, the Company will credit Deferred Compensation at the rate of one hundred percent (100%) is determined (it being understood of ▇▇▇▇▇'▇ annual base salary. Deferred Compensation will be based on ▇▇▇▇▇'▇ annual base salary in effect on January 1 in each year, and agreed that if at any time during which will be credited as of January 1 in each year. The Company may provide the Deferred Compensation remains through a benefit plan so long as (1) the amount credited by the Company on ▇▇▇▇▇'▇ behalf equals the amount set forth herein, and (2) the vesting schedule, credit for Years of Service, and terms of distribution are all at least as favorable to ▇▇▇▇▇ as set forth herein. No interest or rate of return or other appreciation or depreciation of value shall accrue or be payable your excess 401(k) account balance is distributed in full on amounts credited to you, your ▇▇▇▇▇ as Deferred Compensation account shall pursuant to this Paragraph 5.D. unless the Company elects otherwise. (ii) Vesting of Deferred Compensation will be based upon "Years of Service," with ▇▇▇▇▇ to be credited with one Year of Service for completion of each twelve (12) consecutive month period of employment with the Company beginning January 1, 1997 and ending on the Deferred Compensation Ending Date (as defined below). (That is, ▇▇▇▇▇ will continue to be credited or debited with a deemed return Years of Service during any applicable Severance Period, as further provided in Paragraph 10.E.(iv) hereof.) ▇▇▇▇▇ will become vested in the Deferred Compensation based on the investment portfolio following schedule: PERCENTAGE YEARS OF SERVICE VESTED In the event of a Change in which your excess 401(kControl (as defined and determined under Paragraph 8.C.(ii) account was notionally invested of this Agreement) of the Company, ▇▇▇▇▇ shall become immediately prior to its distribution). Viacom's obligation to pay the 100% vested in his Deferred Compensation (including amount notwithstanding the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomabove vesting schedule.

Deferred Compensation. In addition to your Salary and Bonus(a) The Company shall establish two Deferred Compensation Accounts in the Executive's name. The first Deferred Compensation Account will consist of the aggregate amounts (including accrued interest) held, you shall earnas of the date of the Distribution, in respect the Executive's deferred compensation account and Phantom Deferral Account established pursuant to the letter agreement between the Executive and First Deposit Corporation dated February 28, 1986, as amended by the letter agreement dated August 5, 1992. All amounts in the first Deferred Compensation Account will bear interest, compounded quarterly, at a rate equal to the prime interest rate charged by Bank of calendar year 2000 America (or a mutually agreed substitute bank) on loans, as from time to time published by that bank. Other than such accrual of interest, no further contributions will be made to the first Deferred Compensation Account after the Distribution. The second Deferred Compensation Account will consist of amounts contributed by the Company each quarter equal to 17% of the Executive's quarterly Base Salary plus bonus, less the Company's contributions on the Executive's behalf for such quarter under the Company's Employee Savings (401(k)) Plan. All amounts in the second Deferred Compensation Account will bear interest, compounded quarterly, at an annual rate of 8.25%. Such contribution percentage and each calendar year during interest rate for the Employment second Deferred Compensation Account represent amounts mutually agreed by the Company and the Executive as appropriate to compensate the Executive for the amounts that the Executive would have received under Parent's retirement plan had the Executive continued to be a participant therein for the duration of this employment by the Company. (b) If the Executive's employment is terminated (including by virtue of such employment not being renewed at the end of the Term after 2000, an additional amount ("Deferred Compensation"of Employment), all amounts credited to the Deferred Compensation Accounts will be paid to the Executive, in cash, within 60 days of the date of termination of employment, or on such date or dates after termination as the Executive may select prior to the date of termination or within two weeks following the date of termination. The Executive may elect up to ten substantially equal annual installment payments of such amounts. (c) If the Executive dies prior to the full payment of such amounts in the Deferred Compensation Accounts, the balance will be paid to the Executive's designated beneficiary or beneficiaries in such manner as may be requested by such beneficiary or beneficiaries, subject to the consent of the Board, or, if no beneficiaries have been designated, shall be paid to the Executive's estate or to such beneficiaries as may be named in a decree or distribution of the Executive's estate. No right to any amount of the Deferred Compensation Accounts shall vest in any person (other than the Executive) prior to the payment date, nor may any interest in any such deferred compensation be assigned, transferred, pledged, or otherwise encumbered. (d) Amounts accrued in the Deferred Compensation Accounts will not be deemed salary or other compensation for purposes of computing bonuses or benefits. No money or other assets will be transferred in trust or otherwise irrevocably set aside by the Company to fund the payment of any amounts in the Deferred Compensation Accounts prior to the date on which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease such payments are otherwise due to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amended. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 following the Effective Datepaid, and the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 relationship between the Company and the Executive in this regard shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% that of the sum of your Salary debtor and Deferred Compensation for the preceding year. Deferred Compensation shall be credited to a bookkeeping account maintained by Viacom on your behalf, the balance of which account shall periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied from the general funds of Viacomcreditor.

Deferred Compensation. In addition On the Effective Date and on each anniversary of the Effective Date during the Term, the Company shall credit an amount of $200,000 to your Salary account under a deferred compensation plan to be established by the Company. With respect to such amounts, your account balance shall vest and Bonusshall be non-forfeitable on the day before the first anniversary of the date such amount was first credited or, if earlier, immediately prior to the date of a Change in Control; provided, however, that if your Involuntary Termination occurs within six months prior to a Change in Control, you will receive at the time of the Change in Control an amount equal to any unvested portion of your account balance that was forfeited as a result of such termination. Upon termination of your employment with the Company as a result of a Termination Event (other than a Termination Event resulting from your death or Disability, in which case your account shall vest pro rata in accordance with Section 4(b)(iv) below), you shall earn, in forfeit your account balance with respect to any such amounts that are unvested on the Date of calendar year 2000 and each calendar year during the Employment Term after 2000, an additional amount ("Deferred Compensation"), the payment of which (together with the return thereon as provided in this paragraph 3(c)) shall be deferred until January of the first calendar year following the year in which you cease to be an "executive officer" of Viacom, as defined for purposes of the Securities Exchange Act of 1934, as amendedTermination. The amount of Deferred Compensation for calendar year 2000 shall be $2,000,000, prorated by multiplying such amount by a fraction, the numerator of which is the number of days in 2000 Promptly following the Effective Date, the Company and you shall negotiate in good faith and agree upon the denominator of which is 365. The amount of Deferred Compensation for calendar years 2001 through 2003 shall be subject to annual increases each January 1st, commencing January 1, 2001, in an amount equal to 10% specific terms of the sum deferred compensation plan, including the applicable investment vehicle(s) and terms and schedule of payments. In addition, you will be permitted to defer some or all of your Annual Salary and Deferred Compensation for and/or Annual Bonus pursuant to the preceding yeardeferred compensation plan, as to which amounts you will be fully vested immediately. Deferred Compensation shall Any amounts deferred under the plan will be credited to a bookkeeping account maintained by Viacom established on the books and records of the Company for this purpose and the value of your behalfaccount, allocated among vested and unvested balances, will be adjusted to reflect the balance performance of which account a nominal investment in accordance with the terms of the plan. The plan shall periodically be credited (comply in all respects with the requirements of Section 409A. Notwithstanding Section 3(d) above, on or debited) with deemed positive (or negative) return calculated prior to December 31, 2005, you may elect to participate, in lieu of participating in the same mannerCompany’s deferred compensation plan, and at in the same times, as Company’s other non-qualified retirement plans; provided that you shall not be eligible to receive the deemed return on your account under the excess 401(k) plan of Viacom (as such plan may be amended from time to time) is determined (it being understood and agreed that if at any time during which the Deferred Compensation remains payable your excess 401(k) account balance is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your excess 401(k) account was notionally invested immediately prior to its distribution). Viacom's obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph 3(c)) shall be an unfunded obligation to be satisfied supplemental retirement benefits from the general funds Company provided to certain current officers of Viacomthe Company in their individual retirement agreements.