0001047469-09-001824 Sample Contracts

Contract
Supplemental Indenture • February 25th, 2009 • CBS Corp • Television broadcasting stations • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of January 17, 2001, among VIACOM INC., a Delaware corporation (the “Company”), VIACOM INTERNATIONAL INC., a Delaware corporation (the “Guarantor”) and CITIBANK, N.A., a national banking association, as successor in interest to State Street Bank and Trust Company and The First National Bank of Boston, trustee (the “Trustee”) to the Indenture, dated as of May 15, 1995, among the Company, the Guarantor and the trustee party thereto, as supplemented by the First Supplemental Indenture, dated as of May 24, 1995, among the Company, the Guarantor and the trustee party thereto, as supplemented and amended by the Second Supplemental Indenture and Amendment No. 1, dated as of December 15, 1995, among the Company, the Guarantor and the trustee party thereto, as supplemented by the Third Supplemental Indenture, dated as of July 22, 1996, among the Company, the Guarantor and the trustee party thereto and as further supplemented by the Fourth Supplemental Inde

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Mr. Louis J. Briskman c/o CBS Corporation New York, NY 10019 Dear Mr. Briskman:
Employment Agreement • February 25th, 2009 • CBS Corp • Television broadcasting stations

This letter serves to modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), certain provisions of your employment agreement, dated September 16, 2008 (“Employment Agreement”). Capitalized terms used in this letter agreement without definition have the meanings assigned to them in the Employment Agreement. This letter, when fully executed below, shall amend your Employment Agreement as follows:

Mr. Leslie Moonves c/o CBS Corporation New York, NY 10019 Dear Mr. Moonves:
Employment Agreement • February 25th, 2009 • CBS Corp • Television broadcasting stations

This letter serves to modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), certain provisions of your employment agreement, dated October 15, 2007 (“Employment Agreement”). Capitalized terms used in this letter agreement without definition have the meanings assigned to them in the Employment Agreement. This letter, when fully executed below, shall amend your Employment Agreement as follows:

Mr. Sumner M. Redstone c/o CBS Corporation New York, NY 10019 Dear Mr. Redstone:
Employment Agreement • February 25th, 2009 • CBS Corp • Television broadcasting stations

This letter serves to modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), certain provisions of your employment agreement dated December 29, 2005 (the “December 2005 Agreement”), as amended on March 13, 2007 (the “March 2007 Agreement” and together with the December 2005 Agreement, your “Employment Agreement”). Capitalized terms used in this letter agreement without definition have the meanings assigned to them in the Employment Agreement. This letter, when fully executed below, shall amend your Employment Agreement as follows:

Mr. Fredric G. Reynolds c/o CBS Corporation New York, NY 10019 Dear Mr. Reynolds:
Employment Agreement • February 25th, 2009 • CBS Corp • Television broadcasting stations

This letter serves to modify, for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), certain provisions of your employment agreement, dated August 15, 2005 (“Employment Agreement”). Capitalized terms used in this letter agreement without definition have the meanings assigned to them in the Employment Agreement. This letter, when fully executed below, shall amend your Employment Agreement as follows:

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