DEF 14A 1 a2198025zdef14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


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CBS Corporation
(Name of Registrant as Specified In Its Charter)

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April 16, 2010

Dear Stockholder:

You are cordially invited to attend the 2010 Annual Meeting of Stockholders of CBS Corporation (the "Annual Meeting"), which will be held at the Equitable Center, 787 Seventh Avenue (at 51st Street), New York, New York 10019 at 10:00 a.m., Eastern Daylight Time, on Wednesday, May 26, 2010. Holders of CBS Corporation Class A Common Stock are being asked to vote on the matters listed in the attached Notice of 2010 Annual Meeting of Stockholders.

If you hold shares of the Company's Class A Common Stock, please cast your vote promptly to ensure that your shares will be voted at the Annual Meeting. You may vote by telephone or through the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or in the 2010 Proxy Statement. You may also submit your vote by returning a proxy card or voting instruction card, if you received a printed copy of proxy materials by request. If you attend the Annual Meeting, you may vote your shares in person.

National Amusements, Inc., which as of March 31, 2010 beneficially owned shares of the Company's Class A Common Stock representing approximately 79.8% of the voting power of CBS Corporation's common stock, has advised CBS Corporation that it intends to vote all of its shares of the Company's Class A Common Stock in favor of each of the matters listed in Items 1-3 in the attached Notice. Therefore, approval of those matters is assured.

If you wish to attend the Annual Meeting in person, you will need to request an admission ticket in advance. If you are a registered holder of the Company's Class A Common Stock, you can request a ticket when you vote by telephone or through the Internet, or by marking the appropriate box on the proxy card (if you requested a printed copy of proxy materials). If you are a registered holder of the Company's Class B Common Stock or you hold shares of the Company's Class A or Class B Common Stock in a brokerage account, you can request a ticket by sending a written request along with proof of ownership, such as your brokerage firm account statement, to Director, Shareholder Relations, CBS Corporation, 51 West 52nd Street, New York, New York 10019.

If you have elected to receive paper copies of the Company's proxy statements, annual reports and other materials relating to the Annual Meeting and want to elect to receive these documents electronically next year instead of by mail, please go to http://enroll.icsdelivery.com/cbs and follow the instructions to enroll. We highly recommend that you consider electronic delivery of these documents as it helps to lower the Company's costs and reduce the amount of paper mailed to your home.

We appreciate your interest in and support of CBS Corporation and look forward to seeing you at the Annual Meeting.



SUMNER M. REDSTONE Executive Chairman and Founder		LESLIE MOONVES President and Chief Executive Officer

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CBS CORPORATION

NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

To CBS Corporation Stockholders:

The 2010 Annual Meeting of Stockholders (the "Annual Meeting") of CBS Corporation (the "Company") will be held at the Equitable Center, 787 Seventh Avenue (at 51st Street), New York, New York 10019 at 10:00 a.m., Eastern Daylight Time, on Wednesday, May 26, 2010. The principal business of the meeting will be the consideration of the following matters:

1.: The election of 14 directors;
2.: The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2010;
3.: A proposal to re-approve the material terms of the performance goals in the Company's Senior Executive Short-Term Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code; and
4.: Such other business as may properly come before the Annual Meeting or any adjournment thereof.

The close of business on March 31, 2010 has been fixed as the record date for determining the holders of shares of CBS Corporation Class A Common Stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during ordinary business hours at the Company's corporate headquarters located at 51 West 52nd Street, New York, New York 10019.


		By order of the Board of Directors,

		ANGELINE C. STRAKA Secretary

April 16, 2010

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		Page

VOTING AND SOLICITATION OF PROXIES		1
CORPORATE GOVERNANCE		4
CBS CORPORATION'S BOARD OF DIRECTORS		7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		17
RELATED PERSON TRANSACTIONS		18
ITEM 1—ELECTION OF DIRECTORS		20
DIRECTOR COMPENSATION		29
	Outside Director Compensation During 2009	29
	Description of Outside Director Compensation	30
ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		33
REPORT OF THE AUDIT COMMITTEE		34
FEES FOR SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		36
COMPENSATION DISCUSSION AND ANALYSIS		37
COMPENSATION COMMITTEE REPORT		53
EXECUTIVE COMPENSATION		54
	Summary Compensation Table for Fiscal Year 2009	54
	Grants of Plan-Based Awards During 2009	61
	Outstanding Equity Awards at Fiscal Year-End 2009	63
	Option Exercises and Stock Vested During 2009	66
	Pension Benefits in 2009	66
	Nonqualified Deferred Compensation in 2009	72
	Potential Payments Upon Termination	75
ITEM 3—PROPOSAL TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS IN THE CBS CORPORATION SENIOR EXECUTIVE SHORT-TERM INCENTIVE PLAN		83
EQUITY COMPENSATION PLAN INFORMATION		85
OTHER MATTERS		87
2011 ANNUAL MEETING OF STOCKHOLDERS		87
ANNEX A—Summary of the CBS Corporation Senior Executive Short-Term Incentive Plan		A-1

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CBS CORPORATION
2010 PROXY STATEMENT

VOTING AND SOLICITATION OF PROXIES

Solicitation of Proxies

A proxy is being solicited by the Board of Directors of CBS Corporation, a Delaware corporation ("CBS Corporation" or the "Company"), for use at the 2010 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 26, 2010 at 10:00 a.m., Eastern Daylight Time. The close of business on March 31, 2010 is the record date for determining the record holders of the Company's Class A Common Stock, par value $0.001 per share, entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Holders of the Company's non-voting Class B Common Stock, par value $0.001 per share, are not entitled to vote at the Annual Meeting or any adjournment thereof.

As of March 31, 2010, the Company had outstanding 51,380,550 shares of its Class A Common Stock, each of such shares being entitled to one vote, and 628,173,886 non-voting shares of its Class B Common Stock (together with the Company's Class A Common Stock, the "Common Stock").

Internet Availability of Proxy Materials

In accordance with Securities and Exchange Commission ("SEC") rules, instead of mailing to stockholders a printed copy of the Company's proxy statement, annual report and other materials relating to the Annual Meeting ("proxy materials"), the Company may now provide proxy materials to the Company's stockholders on the Internet by mailing to them a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") to inform stockholders that the proxy materials are available on the Internet. The Company intends to commence its distribution of the Notice of Internet Availability on or about April 16, 2010. Stockholders receiving a Notice of Internet Availability by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability will instruct stockholders as to how they may access and review proxy materials on the Internet. Stockholders who receive a Notice of Internet Availability by mail who would like to receive a printed copy of the Company's proxy materials, including a proxy card or voting instruction card, should follow the instructions for requesting these materials included in the Notice of Internet Availability. Stockholders who currently receive printed copies of proxy materials who would like to receive copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the "Other Matters" section below.

Submission of Proxies

The persons named in the proxy card and on the Company's voting website at www.proxyvote.com (the "proxy holders") have been designated by the Company's Board of Directors to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of the Company. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder's instructions, or if no instructions are specified, the shares represented by the proxy will be voted in accordance with the recommendations of the Board of Directors as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

Registered holders of the Company's Class A Common Stock may submit a proxy in the following ways:

•: By Internet: Registered holders of record may access www.proxyvote.com, with the Notice of Internet Availability in hand (or, if a printed copy of proxy materials was received by

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request, the proxy card in hand), and follow the instructions. The Internet proxy must be received no later than 11:59 p.m., Eastern Daylight Time, on May 25, 2010.

•: By Telephone: Registered holders of record living in the United States or Canada may use any touch-tone telephone to call 1-800-690-6903, with the Notice of Internet Availability in hand (or, if a printed copy of proxy materials was received by request, the proxy card in hand), and follow the recorded instructions. The telephone proxy must be received no later than 11:59 p.m., Eastern Daylight Time, on May 25, 2010.
•: By Mail: For holders who received a printed copy of proxy materials by request, by completing, signing and dating the proxy card or voting instruction card and returning it in the envelope provided, so that it is received prior to the Annual Meeting.

"Beneficial holders" (defined below) will receive voting instructions directly from the holder of record.

Shares Held in the Company's 401(k) Plan. Voting instructions relating to shares of the Company's Class A Common Stock held in the Company's 401(k) plan must be received no later than 11:59 p.m., Eastern Daylight Time, on May 24, 2010, so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions. Shares held in the 401(k) plan that are not voted or for which the trustee does not receive timely voting instructions will be voted by the trustee in the same proportion as the shares held in the plan that are timely voted.

Voting Other than by Proxy. While the Company encourages holders of its Class A Common Stock to vote by proxy, holders of the Company's Class A Common Stock (other than shares held in the 401(k) plan) also have the option of voting their shares in person at the Annual Meeting. Some holders of the Company's Class A Common Stock hold their shares in "street name" through a broker or other nominee and are therefore known as "beneficial holders." If shares of Class A Common Stock are held for a beneficial holder in a brokerage, bank or other institutional account, then the beneficial holder must obtain a proxy from that entity and bring it to the Annual Meeting in order to vote the shares at the Annual Meeting.

Revocation of Proxies

A proxy may be revoked before the voting deadline by sending written notice to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, or by submission (including telephonic or Internet submission) of a proxy bearing a later date than the proxy being revoked to Proxy Services, P.O. Box 9112, Farmingdale, NY 11735-9543. Revocations made by telephone or through the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 25, 2010. A holder may also revoke a proxy by voting in person at the Annual Meeting.

Shares Held in the Company's 401(k) Plan. Voting instructions relating to shares of the Company's Class A Common Stock held in the Company's 401(k) plan may be revoked prior to 11:59 p.m., Eastern Daylight Time, on May 24, 2010, by sending written notice to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, or by timely submission (including telephonic or Internet submission) of voting instructions bearing a later date than the voting instructions being revoked to Proxy Services, P.O. Box 9112, Farmingdale, NY 11735-9543.

Quorum

Under the Company's Amended and Restated Bylaws, the holders of a majority of the aggregate voting power of the Company's Class A Common Stock outstanding on the record date, present in person or represented by proxy at the Annual Meeting, shall constitute a quorum.

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Abstentions and broker non-votes will be treated as present for purposes of determining the presence of a quorum.

Matters to Be Considered at the Annual Meeting

The Board of Directors recommends a vote FOR each of the following matters:

1.: The election of each of the 14 nominated directors;
2.: The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm ("independent auditor") for fiscal year 2010; and
3.: A proposal to re-approve the material terms of the performance goals in the Company's Senior Executive Short-Term Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code.

The affirmative vote of the holders of a majority of the aggregate voting power of the Company's Class A Common Stock present in person or represented by proxy at the Annual Meeting is required to elect each of the 14 nominated directors and to approve each of the remaining matters set forth above. An abstention with respect to any matter will have the effect of a vote against such matter.

Under the rules of the New York Stock Exchange ("NYSE"), a broker or other nominee holding shares of the Company's Class A Common Stock on behalf of a beneficial holder may not be permitted to exercise voting discretion with respect to some matters to be acted upon at stockholders' meetings. Therefore, if a beneficial holder does not give the broker or nominee specific voting instructions, the holder's shares may not be voted on those matters and a broker non-vote will occur. Under the rules of the NYSE, brokers or nominees may vote on the matter listed as Item 2 above, but not on the matter listed as Item 3 above, if they do not receive instructions from the beneficial holder of the shares held in street name. With respect to the matter listed as Item 1 above, the NYSE rules have changed, effective this year, and brokers or nominees will no longer be permitted under NYSE rules to vote in the election of directors on behalf of a beneficial holder if the brokers or nominees do not receive instructions from the beneficial holder. This represents a change from prior years, when brokers and nominees were permitted to exercise voting discretion in the event that no instructions were provided to the broker with respect to the election of directors. Thus, it is particularly important that beneficial holders instruct their brokers or nominees as to how they wish to vote their shares. A broker non-vote will not have the effect of a vote against Items 1 and 3 above.

As of March 31, 2010, National Amusements, Inc. ("National Amusements") beneficially owned through its wholly owned subsidiary, NAIRI, Inc. ("NAIRI"), approximately 79.8% of the Company's outstanding Class A Common Stock and approximately 6% of the Company's outstanding Class A Common Stock and Class B Common Stock on a combined basis. Sumner M. Redstone, the controlling stockholder of National Amusements, is Executive Chairman and Founder of the Company. National Amusements has advised the Company that it intends to vote all of its shares of the Company's Class A Common Stock in favor of each of Items 1-3 above. Such action by National Amusements will be sufficient to constitute a quorum and to approve each of the matters.

Cost of Proxy Solicitation and Inspector of Election

The Company will pay the cost of the solicitation of proxies, including the preparation, printing and mailing of the Notice of Internet Availability and, as applicable, this proxy statement and the related materials. The Company will furnish copies of the Notice of Internet Availability and, if requested, this proxy statement and related materials to banks, brokers, fiduciaries and custodians that hold shares on behalf of beneficial holders so that they may forward the materials to the beneficial holders. IVS Associates, Inc. will serve as the independent inspector of election for the Annual Meeting.

Mailing Address

The Company's mailing address is 51 West 52nd Street, New York, NY 10019.

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CORPORATE GOVERNANCE

CBS Corporation's corporate governance practices are established and monitored by its Board of Directors (the "Board"). The Board, with assistance from its Nominating and Governance Committee, regularly assesses CBS Corporation's governance practices in light of legal requirements and governance best practices. In several areas, CBS Corporation's practices go beyond the requirements of the NYSE corporate governance listing standards (the "NYSE listing standards"). For example, despite being a "controlled company" (which is a company of which more than 50% of the voting power is held by an individual or another company), CBS Corporation has a majority of independent directors on its Board and has an independent Compensation Committee and an independent Nominating and Governance Committee, none of which is required for controlled companies under the NYSE listing standards.

CBS Corporation's principal governance documents are as follows:

•

Corporate Governance Guidelines

•

Board Committee Charters:

•: Audit Committee Charter
•: Compensation Committee Charter
•: Nominating and Governance Committee Charter

•

Business Conduct Statement

•

Supplemental Code of Ethics for Senior Financial Officers

These documents are available on the Company's public website at www.cbscorporation.com, and copies of these documents may also be requested by writing to Investor Relations, CBS Corporation, 51 West 52nd Street, New York, NY 10019. The Company encourages its stockholders to read these documents, as we believe they illustrate CBS Corporation's commitment to good governance practices. Certain key provisions of these documents are summarized below.

Corporate Governance Guidelines

CBS Corporation's Corporate Governance Guidelines (the "Guidelines") set forth the Company's corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications, and the roles of the Board Committees. The Guidelines are periodically reviewed and updated as needed. The Guidelines provide, among other things, that:

•: A majority of the members of the Board must be independent as determined under the NYSE listing standards and the standards set forth in the Guidelines;
•: All of the members of the Audit, Compensation, and Nominating and Governance Committees must be independent;
•: Separate executive sessions of the non-management directors and independent directors must be held a minimum number of times each year;
•: The Board, acting on the recommendation of the Nominating and Governance Committee, shall determine whether a director candidate's service on more than three other public company boards of directors is consistent with service on the Board;
•: Director compensation will be established in light of the policies set forth in the Guidelines;

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•: Within three years of joining the Board, directors are expected to own shares of Common Stock having a market value of at least three times the cash annual retainer fee paid to them, in accordance with the Guidelines;
•: The non-management directors play an active role in succession planning; and
•: The Board will hold an annual self-evaluation to assess its effectiveness.

Board Committee Charters

Each Board Committee operates under a written charter that has been adopted by the Board. The Company has three standing Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Committee charters set forth the purpose, objectives and responsibilities of each Committee and discuss matters such as Committee membership requirements, number of meetings and the setting of meeting agendas. The charters are assessed at least every other year, or more frequently as the applicable Committee may determine, and are updated as needed. More information on the Committees, their respective roles and responsibilities and their charters can be found under "CBS Corporation's Board of Directors—Board Committees."

Business Conduct Statement

The Company's Business Conduct Statement ("BCS") sets forth the Company's standards for ethical conduct that are expected of all directors and employees of the Company. The BCS is available on the Company's website at www.cbscorporation.com and on the Company's intranet sites and also has been distributed both electronically and in printed copy to the Company's employees and in printed copy to the Company's directors. As part of the Company's compliance and ethics program, directors and full-time employees are required to certify, either electronically or in hard copy, as to their compliance with the BCS and, on an ongoing basis, must disclose any potential conflicts of interest. The Company has also implemented an online BCS training program. The BCS addresses, among other things, topics such as:

•: Compliance with laws, rules and regulations, including the Foreign Corrupt Practices Act;
•: Conflicts of interest, including the disclosure of potential conflicts to the Company;
•: Confidentiality, insider information and trading, and fair disclosure;
•: Financial accounting and improper payments;
•: The Company's commitment to providing equal employment opportunities and a bias-free and harassment-free workplace environment;
•: Fair dealing and relations with competitors, customers and suppliers;
•: Health, safety and the environment; and
•: Political contributions and payments.

The BCS provides numerous avenues for employees to report violations of the BCS or matters of concern, whether anonymously or with attribution, to the appropriate officers of the Company and/or the Audit Committee. These avenues include a telephone hotline, email contacts or direct communication with the Company's compliance officers. The BCS also provides that the Company will protect anyone who makes a good faith report of a violation of the BCS and retaliation against an employee who makes a good faith report will not be tolerated.

Waivers of the BCS for the Company's executive officers or directors will be disclosed on the Company's website at www.cbscorporation.com or by Form 8-K filed with the SEC.

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Supplemental Code of Ethics for Senior Financial Officers

The Supplemental Code of Ethics is applicable to the Company's Executive Chairman, President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics, which is available on the Company's website at www.cbscorporation.com, addresses matters specific to those senior financial positions in the Company, including responsibility for the disclosures made in CBS Corporation's filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the BCS. Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on the Company's website at www.cbscorporation.com or by Form 8-K filed with the SEC.

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CBS CORPORATION'S BOARD OF DIRECTORS

The Company's Board of Directors is currently comprised of 14 members: David R. Andelman, Joseph A. Califano, Jr., William S. Cohen, Gary L. Countryman, Charles K. Gifford, Leonard Goldberg, Bruce S. Gordon, Linda M. Griego, Arnold Kopelson, Leslie Moonves, Doug Morris, Shari Redstone, Sumner M. Redstone and Frederic V. Salerno. All of the current members of the Board were elected at the Company's 2009 Annual Meeting of Stockholders.

During 2009, the Board held 10 meetings and also acted by unanimous written consents. Each incumbent director attended at least 75% of the meetings of the Board and Committees on which such director served during 2009. In addition to Board and Committee meetings, directors are expected to attend the Annual Meeting, and all of the directors standing for election in 2009 were present at the Company's 2009 Annual Meeting of Stockholders.

In accordance with the Guidelines and the NYSE listing standards, the non-management directors meet separately, without directors who are Company employees, at regularly scheduled sessions a number of times each year equal to at least 50% of the number of regularly scheduled Board meetings, and at such other times as they deem appropriate. The independent directors meet separately, without those directors who are not independent as determined by the Board, at least 2 times each year, and at such other times as they deem appropriate. The members of the Nominating and Governance Committee preside at meetings of the non-management directors and independent directors on a rotating basis. During 2009, the non-management directors met 5 times, and the independent directors met 6 times.

Director Independence

The Company's Guidelines provide that a majority of the Company's directors must be independent of the Company, as "independence" is defined in the NYSE listing standards and in the Guidelines. The NYSE listing standards set forth five "bright-line" tests that require a finding that a director is not independent if the director fails any of the tests. In addition, the NYSE listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no "material relationship" with the Company. The Guidelines set forth categorical standards to assist the Board in determining what constitutes a "material relationship" with the Company. Generally under these categorical standards, the following relationships are deemed not to be material:

•

The types of relationships identified by the NYSE listing standards' bright-line tests, if they occurred more than five years ago (the Board will review any such relationship if it occurred more than three but less than five years ago);

•

A relationship whereby the director has received, or an immediate family member of the director has received for service as an executive officer, less than $120,000 in direct compensation from the Company during any 12-month period within the last three years; and

•

A relationship where the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of the following:

•: a company that made payments to, or received payments from, the Company for property or services in an amount that, in any of the last three fiscal years, is less than 1% of such company's annual consolidated gross revenues;
•: a company which is either indebted to or a creditor of the Company in an amount that is less than 1% of such indebted company's total consolidated assets; and
•: a tax-exempt organization that received contributions from the Company in the prior fiscal year in an amount less than the greater of $500,000 or 1% of that organization's consolidated gross revenues.

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For relationships that exceed the thresholds described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who are independent. In addition, the Guidelines state that, generally, the types of relationships not addressed by the NYSE listing standards or described in the Guidelines will not cause an otherwise independent director to be considered not independent. However, the Board may determine that a director is not independent for any reason it deems appropriate.

The full text of the Guidelines is available on the Company's website at www.cbscorporation.com.

In February 2010, the Nominating and Governance Committee reviewed the independence of the 14 director nominees standing for election at the Annual Meeting to determine its recommendation regarding which nominees meet the independence standards outlined above. The Board, based on its review and the recommendation of the Nominating and Governance Committee, determined that 10 of the 14 nominees are independent. The independent director nominees are Messrs. Califano, Cohen, Countryman, Gifford, Goldberg, Gordon, Kopelson, Morris and Salerno and Ms. Griego.

During its review, in determining that the director nominees named above are independent, the Board considered the transactions disclosed under "Related Person Transactions," all of which the Board determined were immaterial to, and would not impair, each such director's independence. The Board also considered that the Company and its subsidiaries in the ordinary course of business have, during the past three years, sold products and services to, made contributions to and/or purchased products and services from, companies and tax-exempt organizations of which certain directors were executive officers during 2009, and determined that all of these transactions were below the threshold for relationships deemed to be immaterial under the Guidelines.

Board Leadership Structure

The Company's Board of Directors separates its Board chairman and principal executive officer positions. The Company believes that this structure is most appropriate for the Company, since the two positions serve different functions. The Company's Executive Chairman provides leadership as chairman of the board and strategic oversight of the Company. He is uniquely suited for this position, given his history with the Company as a principal participant in the establishment of the Company and as a stockholder who has maintained, through National Amusements, a controlling ownership position since that time. The Company's Chief Executive Officer is responsible for the day-to-day supervision, management and control of the business and affairs of the Company and serves as a bridge between management and the Board to support the alignment of the goals of both. In addition, the Board has appointed a Vice Chair whose responsibilities include the duties set forth in the Company's Bylaws. In support of the independent oversight of management, the non-management directors and, separately, the independent directors routinely meet and hold discussions without management present.

Board Risk Oversight

The Company's Board of Directors has overall responsibility for the oversight of the Company's risk management process. The Board carries out its oversight responsibility directly and through the delegation to its Committees of responsibilities related to the oversight of certain risks, as follows:

•: The Audit Committee, as part of its internal audit and independent auditor oversight, is responsible for reviewing the Company's risk assessment and risk management and discusses risks as they relate to its review of the Company's financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements, and the performance of the internal audit function, among other responsibilities set forth in the Committee's charter.

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•: The Compensation Committee monitors risks associated with the design and administration of the Company's compensation programs, including its performance-based compensation programs, to promote an environment which does not encourage unnecessary and excessive risk-taking by the Company's employees. The Committee also reviews risks related to management resources, including the depth of the Company's senior management.
•: The Nominating and Governance Committee oversees risk as it relates to monitoring developments in law and practice with respect to the Company's corporate governance processes and in reviewing related person transactions.

Each of these Committees reports regularly to the Board on these risk-related matters, among other items within its purview. On an annual basis, the Board conducts strategy sessions, which include presentations from economic, political and industry experts, among others, on matters affecting the Company, to assist the Board and management in preparing and implementing strategic initiatives, including risk management. In addition, the Board and Committees receive regular reports from management that include matters affecting the Company's risk profile, including, among others, operations reports from the Chief Executive Officer, and from division heads, all of which include strategic and operational risks; reports from the Chief Financial Officer and Chief Accounting Officer on credit and liquidity risks and on the integrity of internal controls over financial reporting; reports from the General Counsel on legal risks and regular reviews of material litigation; and reports on internal audit activities from the Senior Vice President, Internal Audit. The Audit Committee also receives an annual report from the Company's Chief Compliance Officer on the Company's compliance program and from the Senior Vice President, Internal Audit on the internal audit plan for the upcoming fiscal year, the scope of which is to determine the adequacy and function of the Company's risk management, control and governance processes. In connection with new SEC rules, the Executive Vice President, Human Resources and Administration, reported to the Compensation Committee on management's assessment regarding whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Outside of formal meetings, Board members have regular access to senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel and the Executive Vice President, Human Resources and Administration. The Committee and management reports, strategy sessions and real-time management access collectively provide the Board with integrated insight on the Company's management of its risks.

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Board Committees

The following chart sets forth the current membership of each Board Committee. The Board reviews and determines the membership of the Committees at least annually.


		Committee				Members
		Audit Committee				Gary L. Countryman, Chair Joseph A. Califano, Jr. Linda M. Griego Doug Morris Frederic V. Salerno
		Compensation Committee				Charles K. Gifford, Chair William S. Cohen Leonard Goldberg Bruce S. Gordon
		Nominating and Governance Committee				Joseph A. Califano, Jr., Chair Gary L. Countryman Charles K. Gifford

During 2009, the Audit Committee held 7 meetings, the Compensation Committee held 21 meetings and the Nominating and Governance Committee held 21 meetings. Information about the Committees, including their respective roles and responsibilities and charters, is set forth below.

Audit Committee

The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members and that all of the members on the Committee must be independent directors. Also, the Committee must have at least one "audit committee financial expert" (as described below) and all Committee members must be financially literate. The Committee holds at least five regular meetings each year, and it regularly meets separately at these meetings with the independent auditor, the Company's General Counsel, its Senior Vice President of Internal Audit and other members of the Company's senior management. The Committee is responsible for the following, among other things:

•: The appointment, retention, termination, compensation and oversight of the Company's independent auditor, including reviewing with the independent auditor the scope of the audit plan and audit fees;
•: Reviewing the Company's financial statements and related disclosures, including with respect to internal control over financial reporting;
•: Oversight of the Company's internal audit function; and
•: Oversight of the Company's compliance with legal and regulatory requirements.

For additional information on the Committee's role and its oversight of the independent auditor during 2009, see "Report of the Audit Committee."

Audit Committee Financial Experts. The Board has determined that all of the members of the Audit Committee are "financially literate," as that term is interpreted by the Board in its business judgment. In addition, the Board has determined that a number of members of the Audit Committee, including Mr. Countryman (Chair), qualify as "audit committee financial experts," as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act").

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Service on the Audit Committees of Other Public Companies. The Company does not restrict the number of other audit committees on which members of its Audit Committee may serve. Messrs. Countryman (Chair), Califano and Morris do not serve on any other public company audit committee. Ms. Griego currently serves on one other public company audit committee, and Mr. Salerno currently serves on four other public company audit committees. In accordance with the NYSE listing standards, the Board has determined that Mr. Salerno's service on these other public company audit committees would not impair his ability to serve effectively on the Company's Audit Committee, particularly given his experience as the former chief financial officer of a major public company and the fact that he is retired from full-time employment.

Compensation Committee

The Compensation Committee Charter provides that the Compensation Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors and that the Committee shall also satisfy the relevant requirements established pursuant to regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee holds at least four regular meetings each year and is responsible for the following, among other things:

•: Adopting and periodically reviewing the Company's compensation philosophy, strategy and principles regarding the design and administration of the Company's compensation programs;
•: Reviewing and approving the total compensation packages for the Executive Chairman, the President and Chief Executive Officer, the Company's other executive officers, and other senior executives identified by the Committee after consultation with the Company's Chief Executive Officer and Executive Vice President, Human Resources and Administration, and, in certain instances, other persons among the Company's most highly compensated executives (excluding "Talent," as such term is currently used in the media or entertainment industries) (the "senior executives"); and
•: Overseeing the administration of the Company's incentive compensation plans (including the bonus plan for executives subject to Section 162(m) under the Code) and its equity-based compensation plans.

Consideration and Determination of Executive Compensation. The Compensation Committee reviews all components of senior executives' compensation, including base salary, annual and long-term incentives and severance arrangements. In approving compensation for the senior executives (other than Messrs. Redstone and Moonves), the Committee considers the input and recommendations of the Chief Executive Officer with respect to the senior executives' performances, Mr. Briskman with respect to those senior executives who report directly to him and Mr. Ianniello with respect to those senior executives who report directly to him. With respect to Messrs. Redstone and Moonves, the Committee reviews and approves goals and objectives relevant to their compensation and, together with the Nominating and Governance Committee, annually evaluates the performances of the Executive Chairman and the Chief Executive Officer in light of those goals and objectives. The results of these evaluations are then reported to the non-management directors. The Compensation Committee sets compensation for the Executive Chairman and the Chief Executive Officer taking these evaluations into account. The Committee then reports to the Board on the process for setting compensation for the Executive Chairman and Chief Executive Officer.

The Company's processes and procedures for the consideration of executive compensation and the role of the Company's executive officers in determining or recommending the amount or form of executive compensation are more fully described in the "Compensation Discussion and Analysis"

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section below. Director compensation is approved by the Board, based on recommendations from the Nominating and Governance Committee, as more fully described in the "Nominating and Governance Committee" section below.

The Committee has the power to delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. The Committee has delegated to the President and Chief Executive Officer limited authority (with respect to executives who are not senior executives) to grant long-term incentive awards under the Company's long-term management incentive program to such executives in connection with their hiring, promotion or contract renewal and to modify the terms of outstanding equity grants in certain post-termination scenarios, as discussed in the "Compensation Discussion and Analysis" section below. The Committee delegated this authority in order for the Company to have the ability to (i) act in a timely manner in a competitive environment in connection with the hiring of new executives or the compensating of an existing executive being given a significant increase in responsibility and (ii) maintain flexibility to manage compensation in post-termination scenarios when mutually beneficial to the Company and to the executive.

The Compensation Committee is empowered to retain compensation consultants having special competence to assist the Committee in evaluating executive officer and employee compensation. The Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants' fees and other retention terms. The Committee retains an independent compensation consulting firm, currently Exequity, to advise the Committee in its review of senior executive compensation. The Compensation Committee adopted a policy in 2008 providing that the independent compensation consulting firm will not be considered as a provider of services to the Company, other than for services provided to the Compensation Committee. Accordingly, other than these services provided to the Committee, Exequity LLP does not perform any administrative or consulting services for the Company. In furtherance of the Committee's review of senior executive compensation, the independent consultant examines the compensation practices at companies with which the Company competes for senior executive talent, including those companies engaged in similar business activities and other publicly traded U.S. companies, and provides other analysis, as more fully described in the "Compensation Discussion and Analysis" section below.

Nominating and Governance Committee

The Nominating and Governance Committee's Charter provides that the Nominating and Governance Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors. The Committee holds at least three regular meetings each year and is responsible for the following, among other things:

•: Identifying and recommending to the Board nominees for election to the Board and reviewing the composition of the Board as part of this process;
•: Overseeing all aspects of the Company's corporate governance initiatives, including regular assessments of its principal governance documents;
•: Establishing criteria for the annual self-evaluations of the Board and its Committees;
•: Making recommendations to the Board on director compensation matters;
•: Monitoring developments in the law and practice of corporate governance;
•: Developing and recommending items for Board meeting agendas; and
•: Reviewing transactions between the Company and related persons.

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The members of the Nominating and Governance Committee also chair the executive sessions of non-management and independent directors on a rotating basis.

Consideration and Determination of Director Compensation. The Committee annually reviews and recommends for the Board's consideration the form and amount of compensation for Outside Directors. "Outside Directors" are directors of the Company who are not employees of the Company or any of its subsidiaries. Only Outside Directors are eligible to receive compensation for serving on the Board, as more fully described in the "Director Compensation" section below.

In accordance with the Guidelines and its Charter, the Committee is guided by three principles in its review of Outside Director compensation and benefits: Outside Directors should be fairly compensated for the services they provide to the Company, taking into account, among other things, the size and complexity of the Company's business and compensation and benefits paid to directors of comparable companies; Outside Directors' interests should be aligned with the interests of stockholders; and Outside Directors' compensation should be easy for stockholders to understand.

The recommendations of the Committee with respect to director compensation are subject to approval by the Board.

2010 Director Nomination Process; Board Diversity. In connection with the 2010 director nomination process, the Committee reviewed the current composition of the Board in light of the considerations set forth in its Charter and the Company's Guidelines. The Committee also considered input received from other directors on Board member qualifications, Board composition and any special circumstances that the Committee considers important in its determination. For example, as part of its consideration of director nominees for the 2009 slate, the Committee considered Mr. Salerno's service on the Bear Stearns' board, and the Committee concluded that his extensive business and financial expertise provides significant value to the Company. After taking these considerations into account, the Committee determined to recommend to the Board that each of the current members of the Board be nominated to stand for election at the 2010 Annual Meeting.

As part of its review, the Committee considers diversity, among other factors. The Committee considers diversity to be a broadly defined concept which takes into account professional experience, gender and ethnicity, among other characteristics. As a result of considering diversity as part of its nomination process, multiple industries are represented on the Board, including the entertainment and media, communications, banking, legal, insurance and management consulting industries, among others. Additionally, distinguished contributors to governmental and not-for-profit organizations also serve on the Board. Multiple professions are represented among the directors, including current and past experience as principal executive and principal financial officers, attorneys, high-level government officials, entrepreneurs and television, film and record producers, among others. Also, over the four-year period following the Separation (as defined in "Related Person Transactions"), the Committee has nominated, and stockholders have elected, a total of four female directors, one of whom is Hispanic, and one African-American director. The Committee assesses the effectiveness of its consideration of diversity as part of its annual nomination process, when it reviews the composition of the Board as a whole.

Stockholder Recommendations for Director. The Committee will consider candidates for director recommended by the stockholders of the Company. All recommendations by stockholders for potential director candidates, which shall include written materials with respect to the potential candidate, should be sent to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019. The Company's Guidelines and Nominating and Governance Committee Charter set forth certain criteria for director qualifications and Board composition that stockholders should consider when making a recommendation. These criteria include an expectation that directors have substantial accomplishments in their professional backgrounds, are able to make independent, analytical

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inquiries, and exhibit practical wisdom and mature judgment. Directors of CBS Corporation should also possess the highest personal and professional ethics, integrity and values and be committed to promoting the long-term interests of CBS Corporation's stockholders. Director candidates recommended by stockholders who meet the director qualifications, which are described more fully in the Company's Guidelines and Nominating and Governance Committee Charter, will be considered by the Chair of the Committee, who will present the information on the candidate to the entire Committee. Director candidates recommended by stockholders will be considered by the Committee in the same manner as any other candidate.

Communications with Directors

Stockholders and other parties interested in contacting CBS Corporation's non-management directors may send an email to nonmanagementdirectors@cbs.com or write to Non-Management Directors, CBS Corporation, 51 West 52nd Street, 35th Floor, New York, NY 10019. The non-management directors' contact information is also available on CBS Corporation's website at www.cbscorporation.com. Non-management directors have approved the process for handling communications received in this manner.

Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal year 2009 was, or has ever been, an officer or employee of the Company, and, during fiscal year 2009, no executive officer of the Company served on the board and/or compensation committee of any company that employed as an executive officer any member of the Company's Board and/or Compensation Committee.

Shareholder Derivative Litigation

On December 22, 2009, a shareholder derivative complaint, Gray v. Redstone, et al., was filed in the Supreme Court, New York County, naming the Company as a nominal defendant, and members of the Company's Board, and its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer as defendants. The complaint alleges that the defendants breached fiduciary duties by failing to timely write down the value of certain of the Company's assets. The complaint seeks, among other things, unspecified compensatory damages, restitution from the defendants with respect to compensation, benefits and profits obtained and the institution of certain reforms to the Company's internal control functions. On March 8, 2010, all defendants filed a motion to dismiss the case.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth as of February 28, 2010, unless otherwise indicated, information concerning the beneficial ownership of the Company's Class A and Class B Common Stock by (i) each current director and director nominee, (ii) each named executive officer and (iii) the current directors and executive officers of the Company as a group. The information below does not reflect ownership of stock options, restricted share units ("RSUs") or performance share units ("PSUs") if such stock options do not become exercisable, such RSUs do not vest or such PSUs do not vest or the number of shares to be delivered under the PSUs is not determinable within 60 days from February 28, 2010. Each person has sole voting and investment power over the shares reported, except as noted. Also set forth below is information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by the Company to beneficially own 5% or more of the Company's Class A Common Stock. As of February 28, 2010, there were 51,380,550 shares of the Company's Class A Common Stock outstanding and 627,644,565 shares of the Company's Class B Common Stock outstanding.

	Beneficial Ownership of Equity Securities

Name	Title of Security	Number of Shares			Percent of Class
David R. Andelman	Class A Common		15,323	(1)	*
	Class B Common		89,261	(1)(2)	*
Louis J. Briskman	Class A Common		0		*
	Class B Common		915,472	(2)(3)(4)	*
Joseph A. Califano, Jr.	Class A Common		2,649	(1)	*
	Class B Common		68,006	(1)(2)(3)	*
William S. Cohen	Class A Common		17,802	(1)	*
	Class B Common		80,298	(1)(2)	*
Gary L. Countryman	Class A Common		6,087	(1)	*
	Class B Common		42,569	(1)(2)	*
Martin D. Franks	Class A Common		0		*
	Class B Common		358,969	(2)(4)	*
Charles K. Gifford	Class A Common		0		*
	Class B Common		53,806	(1)(2)	*
Leonard Goldberg	Class A Common		0		*
	Class B Common		46,847	(2)(3)	*
Bruce S. Gordon	Class A Common		0		*
	Class B Common		50,622	(1)(2)	*
Linda M. Griego	Class A Common		0		*
	Class B Common		42,488	(1)(2)(3)	*
Joseph R. Ianniello	Class A Common		0		*
	Class B Common		407,916	(2)(4)	*
Arnold Kopelson	Class A Common		3,335	(1)	*
	Class B Common		39,811	(1)(2)	*
Leslie Moonves	Class A Common		0		*
	Class B Common		3,847,327	(2)(3)(4)	*

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		Beneficial Ownership of Equity Securities

Name		Title of Security	Number of Shares			Percent of Class
Doug Morris		Class A Common		10,822	(1)	*
		Class B Common		47,421	(1)(2)	*
Shari Redstone		Class A Common		3,231	(1)(5)	*
		Class B Common		46,709	(1)(2)(3)(5)	*
Sumner M. Redstone		Class A Common		40,993,981	(6)	79.8%
		Class B Common		1,932,890	(2)(4)	*
Fredric G. Reynolds		Class A Common		0		*
		Class B Common		2,556,659	(2)(3)	*
Frederic V. Salerno		Class A Common		19,185	(1)	*
		Class B Common		60,588	(1)(2)	*
Current directors and executive officers		Class A Common		78,494	(1)	*
	as a group, other than the interests of	Class B Common		7,034,749	(1)(2)(3)(4)(7)	*
	Mr. Redstone (21 persons)
NAIRI, Inc./National Amusements, Inc.		Class A Common		40,993,941	(8)	79.8%
	200 Elm Street	Class B Common		0		*
	Dedham, MA 02026
Mario J. Gabelli (9)		Class A Common		4,633,379		9.0%
	Gabelli Asset Management Inc.
	One Corporate Center
	Rye, NY 10580-1435

*: Represents less than 1% of the outstanding shares of the class.
(1): Includes (a) the following Company Class A Common Stock phantom units and Class B Common Stock phantom units credited pursuant to the Company's deferred compensation plans for Outside Directors: Andelman, 15,323 Class A and 15,400 Class B; Califano, 2,649 Class A and 2,666 Class B; Cohen, 17,802 Class A and 17,897 Class B; Countryman, 6,087 Class A and 6,088 Class B; Kopelson, 3,335 Class A and 3,330 Class B; Morris, 10,882 Class A and 10,940 Class B; Shari Redstone, 3,231 Class A and 3,239 Class B; and Salerno, 19,185 Class A and 19,270 Class B (including 7,918 Class A and 7,946 Class B, which amounts were deferred prior to the Separation (as defined in "Related Person Transactions") and are held in an account in Mr. Salerno's name at Viacom Inc.); and (b) the following shares of the Company's Class B Common Stock underlying vested RSUs on which settlement has been deferred: Andelman, 24,203; Califano, 24,203; Cohen, 24,203; Countryman, 16,899; Gifford, 21,794; Gordon, 19,102; Griego, 16,899; Kopelson, 16,696; Morris, 16,899; Shari Redstone, 4,896; and Salerno, 16,899. Pursuant to the governing plans, the phantom common stock units are payable in cash and the RSUs are payable in shares of the Company's Class B Common Stock following termination of service as a director.
(2): Includes the following shares of the Company's Class B Common Stock (a) which the indicated named executive officer, executive officer or director had the right to acquire within 60 days from February 28, 2010, through the exercise of stock options: Andelman, 49,658; Briskman, 772,900; Califano, 38,198; Cohen, 38,198; Countryman, 17,826; Franks, 281,621; Gifford, 28,012; Goldberg, 22,919; Gordon, 29,161; Griego, 17,826; Ianniello, 351,176; Kopelson, 17,826; Moonves, 2,716,763; Morris, 17,826; Shari Redstone, 20,164; Sumner Redstone, 1,360,696; Reynolds, 2,440,965; and Salerno, 17,826; (b) underlying RSUs which will vest within 60 days

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from February 28, 2010 held by the indicated executive officer: Briskman, 1,615; Franks, 1,293; Ianniello, 808; and Moonves, 647 (represents RSUs held by a family member as to which he disclaims beneficial ownership); and (c) underlying PSUs which will vest within 60 days from February 28, 2010 held by the indicated executive officer: Briskman, 6,464; Franks, 2,585; and Ianniello, 3,232.

(3): Includes the following number of shares of the Company's Class B Common Stock (a) owned by family members but as to which, except in the case of Ms. Griego, the indicated named executive officer, executive officer or director disclaims beneficial ownership: Califano, 927; Griego, 6,000; Moonves, 2,872; and Reynolds, 982; (b) held in a family partnership: Briskman, 2,784, as to which he disclaims beneficial ownership to the extent that he has no pecuniary interest; (c) held by trusts, as to which the indicated director has shared voting and investment power: Goldberg, 5,000 and Shari Redstone, 1,500; and (d) held in a Grantor Retained Annuity Trust, as to which the indicated officer has shared voting and investment power: Moonves: 402,372.
(4): Includes shares held through the CBS 401(k) Plan.
(5): Ms. Redstone is a stockholder of National Amusements and has a significant indirect beneficial interest in the Company shares owned by National Amusements.
(6): Includes 40,993,941 shares of the Company's Class A Common Stock that are owned beneficially by National Amusements. Mr. Redstone can be reached at the address set forth on the above table for National Amusements.
(7): Includes 5,109,601 shares of the Company's Class B Common Stock which the current directors and executive officers as a group, other than Mr. Redstone, had the right to acquire within 60 days from February 28, 2010, through the exercise of stock options or through the vesting of RSUs or PSUs.
(8): Mr. Redstone is the beneficial owner of the controlling interest in National Amusements and, accordingly, beneficially owns all such shares. NAIRI is a wholly owned subsidiary of National Amusements. As part of a restructuring of National Amusements' indebtedness, in May 2009, National Amusements advised the Company that it had pledged substantially all of its assets, including the shares of CBS Class A Common Stock that it beneficially owns, to secure those obligations. If National Amusements defaults on its remaining obligations and the creditors foreclose on the pledged shares of the CBS Class A Common Stock, National Amusements will no longer beneficially own those shares and will therefore no longer have voting control of the Company.
(9): The number of shares identified is based on a Schedule 13D dated November 6, 2009 and filed with the SEC by Gamco Investors, Inc. et al. on November 9, 2009. The Schedule 13D reported that the Gabelli entities have investment discretion and/or voting power with respect to substantially all of such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's executive officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE and to furnish the Company with copies of all Section 16(a) forms they file. Based upon the Company's compliance program, a review of the forms furnished to the Company and written representations, the Company believes that during 2009 its executive officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

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RELATED PERSON TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors adopted a written policy whereby the Nominating and Governance Committee reviews and approves, ratifies or takes other actions it deems appropriate with respect to a related person transaction that, under the rules of the SEC, is required to be disclosed in the Company's proxy statement. In its review, the Committee considers the related person's interest in the transaction; the material terms of the transaction, including the dollar amount involved; the importance of the transaction to the related person and the Company; whether the transaction would impair the judgment of the related person; and any other information the Committee deems appropriate.

Any member of the Committee who is a related person with respect to a transaction under review may not participate in the review or vote respecting the transaction; however, that person may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

Under the policy, the Company's legal staff is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company that is required to be disclosed. The determination will be made after a review of information obtained from the related person and information available from the Company's records. The staff is responsible for establishing and maintaining policies and procedures to obtain relevant information to allow it to make the determination.

Agreements Related to Viacom Inc.

The separation of former Viacom Inc. ("Former Viacom") into two publicly traded companies, CBS Corporation and new Viacom Inc. ("Viacom"), was completed on December 31, 2005 (the "Separation"). National Amusements, the Company's controlling stockholder, is also the controlling stockholder of Viacom. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of National Amusements, serves as the Executive Chairman of the Board of Directors for both the Company and Viacom. For purposes of governing certain ongoing relationships between the Company and Viacom after the Separation, the Company and Viacom entered into various agreements, including a separation agreement, tax matters agreement and transition services agreement.

During 2009, the Company, as part of its normal course of business, entered into transactions with Viacom and its subsidiaries. The Company, through its Entertainment segment, licenses its television products to Viacom, primarily MTV Networks and BET Networks. In addition, the Company recognizes advertising revenues for media spending placed by various subsidiaries of Viacom, primarily Paramount Pictures. Paramount Pictures also distributes certain of the Company's television products in the home entertainment market. Simon & Schuster, a subsidiary of the Company, is also involved in certain nonmaterial transactions with Viacom. The Company's total revenues from these transactions were $243.3 million for the year ended December 31, 2009. In addition, during 2009, the Company, through Showtime Networks, paid license fees to Viacom, through Paramount Pictures, for motion picture programming under an exclusive output agreement covering feature films initially theatrically released in the United States through 2007. The Company also places advertisements with, and leases production facilities from, various subsidiaries of Viacom. The total amounts from these transactions were $23.0 million for the year ended December 31, 2009. As of December 31, 2009, Viacom owed the Company approximately $339.3 million, and the Company owed Viacom approximately $25.0 million in connection with the Company's various normal course of business transactions with Viacom.

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The Company believes that the terms of all such transactions were no more or less favorable to the Company and its businesses than they would have obtained from unrelated parties. The Company expects for the foreseeable future to continue to have transactions with Viacom.

Other Related Person Transactions

On October 28, 2004, Former Viacom entered into an agreement (the "NAIRI Agreement") with National Amusements and NAIRI pursuant to which Former Viacom agreed to buy, and National Amusements and NAIRI agreed to sell, a number of shares of Class B Common Stock each month such that the ownership percentage of Class A Common Stock and Class B Common Stock (considered as a single class) held by National Amusements and/or NAIRI would not increase as a result of purchases by the Company of its shares under its stock purchase program announced in October 2004. In 2009, the Company did not make any purchases under this program, and the Company has made no purchases under this program in 2010 to date. A copy of the NAIRI Agreement was filed with the SEC as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004.

In October 2009, the Company filed a registration statement with the SEC registering NAI's underwritten public offering of shares of CBS Corporation Class B common stock. In connection with the offering, the Company entered into an underwriting agreement with NAI and the underwriters in the offering. The Company also entered into a cost and indemnification agreement with NAI under which NAI reimbursed the Company for its expenses related to the offering and indemnified the Company for certain liabilities in connection with the offering. The Company did not sell any shares in the offering and did not receive any of the proceeds from the sale.

The National Center on Alcohol and Substance Abuse at Columbia University ("CASA"), of which Mr. Califano is Founder and Chairman, sponsors an annual "Family Day" event, the purpose of which is to encourage families to eat dinner together. In 2009, certain divisions of the Company and its subsidiaries supported the cause by airing public service announcements (PSAs) that promote Family Day. It is anticipated that divisions of the Company and its subsidiaries will from time to time promote Family Day. In addition, in 2009, the Company made contributions totaling $57,500 to CASA, including in connection with the Company's $250,000 commitment in 2005 to CASA, payable in equal installments over five years, which commenced in 2006.

Julie Chen, the wife of Mr. Moonves, is an anchor on CBS Network's The Early Show and the host of the CBS Network show Big Brother. Ms. Chen's compensation is comparable to talent in similar positions at the CBS Network, and the Company believes it is comparable to entertainment talent in such positions generally.

Amy Salerno, daughter of Mr. Salerno, is an employee in the Business Development department of Showtime Networks Inc., a subsidiary of the Company. Ms. Salerno has been an employee of Showtime Networks for approximately nine years. She is not an executive officer of the Company or of Showtime. Ms. Salerno received compensation in 2009 in an amount consistent with the compensation paid to other employees at her level.

In November 1995, the Company entered into an agreement with Gabelli Asset Management Company ("GAMCO") pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by the Company. For 2009, the Company paid GAMCO approximately $166,075 for such investment management services. The Company believes that the terms of the agreement with GAMCO are no more or less favorable to the Company than it could have obtained from unrelated parties. Entities that are affiliated with GAMCO collectively own 4,633,379 shares of the Company's Class A Common Stock, according to a Schedule 13D filed with the SEC on November 9, 2009 by such entities, which, as of February 28, 2010, represented approximately 9% of the outstanding shares of the class.

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ITEM 1—ELECTION OF DIRECTORS

The election of 14 directors is proposed by the Board of Directors, each director to hold office, in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified. The Company's Board proposes for election: David R. Andelman, Joseph A. Califano, Jr., William S. Cohen, Gary L. Countryman, Charles K. Gifford, Leonard Goldberg, Bruce S. Gordon, Linda M. Griego, Arnold Kopelson, Leslie Moonves, Doug Morris, Shari Redstone, Sumner M. Redstone and Frederic V. Salerno. All of the nominees are current members of the Company's Board who were elected at the Company's 2009 Annual Meeting of Stockholders.

In accordance with the Board's recommendation, the proxy holders will vote the shares of the Company's Class A Common Stock covered by the respective proxies for the election of each of the 14 director nominees set forth below, unless the stockholder gives instructions to the contrary. If, for any reason, any of the director nominees become unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

Information about each director nominee is set forth below:


		David R. Andelman
		Age 70 Director since 2000				Mr. Andelman is an attorney associated with the law firm of Lourie & Cutler, P.C. in Boston, Massachusetts since 1964. Mr. Andelman also serves as a director and treasurer of Lourie & Cutler. He is also a director of National Amusements. He has held no other directorships during the past five years.
						Mr. Andelman is an accomplished attorney, practicing law for 46 years with a focus in tax, estate and business planning. His legal acumen positions him as an invaluable advisor in the Company's deliberations. Mr. Andelman also provides institutional knowledge of the Company and continuity on the Company's Board, having served on the Board for 10 years.

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		Joseph A. Califano, Jr.
		Age 78 Director since 2003				Mr. Califano is Founder and Chairman of the Board of The National Center on Addiction and Substance Abuse at Columbia University ("CASA"), a position he has held since 1992. He also served as President of CASA from 1992 through May 1, 2009. Mr. Califano has served as Adjunct Professor of Public Health at Columbia University's Medical School and School of Public Health since 1992 and is a member of the Institute of Medicine of the National Academy of Sciences. He was senior partner of the Washington, D.C. office of the law firm Dewey Ballantine from 1983 to 1992. Mr. Califano served as the United States Secretary of Health, Education and Welfare from 1977 to 1979, and he served as President Lyndon B. Johnson's Assistant for Domestic Affairs from 1965 to 1969. He is the author of 12 books. Mr. Califano is also a director of Willis Group Holdings Limited. During the past five years, he was also a director of Automatic Data Processing, Inc. (1982-2005) and Midway Games Inc. (2004-2009).
						As the Founder and Chairman of the Board and former President of a nonprofit organization at a major university, Mr. Califano brings to the Board a distinctive ability to advise on public policy issues that may affect the Company and its reputation. In addition, his prior service at the highest levels of the federal government for more than 10 years and as an accomplished attorney in private practice in Washington, D.C. and New York provides the Board with insight on matters related to the federal government's regulation of the Company's businesses. From this experience plus his past and present directorship experience, which includes service on audit, financial and executive committees, Mr. Califano provides meaningful leadership in these areas and with respect to the implementation of sound corporate governance practices.
		William S. Cohen
		Age 69 Director since 2003				Mr. Cohen has been Chairman and Chief Executive Officer of The Cohen Group, a business consulting firm, since January 2001. Prior to founding The Cohen Group, Mr. Cohen served as the United States Secretary of Defense from January 1997 to 2001. He also served as a United States Senator from 1979 to 1997, and as a member of the United States House of Representatives from 1973 to 1979. During the past five years, he was also a director of American International Group, Inc. (2004-2006) and Head N.V. (2001-2007).
						Mr. Cohen currently serves as the principal executive officer of a privately held global consulting group that provides global business consulting services and advice on tactical and strategic opportunities in multiple global markets. This experience, coupled with his prior 28 years of service at the highest levels of the federal government, makes Mr. Cohen an invaluable, skilled advisor to the Board on global economic and political conditions and on the development of international strategies.

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		Gary L. Countryman
		Age 70 Director since 2007				Mr. Countryman has been Chairman Emeritus of the Liberty Mutual Group since 2000. He served as Chairman of Liberty Mutual Group from 1986 to 2000 and as Chief Executive Officer from 1986 to 1998. Mr. Countryman is also Chairman of the Dana-Farber Cancer Institute and President of the United Ways of New England. Mr. Countryman is also a director of the Liberty Mutual Group and NSTAR. During the past five years, he was also a director of Bank of America Corporation (2004-2009) and Neiman Marcus Group Inc. (2002-2005).
						Mr. Countryman's 40-year career in the insurance industry provides the Board with financial expertise and an understanding of the management of risk from an insurance perspective. His leadership in transforming Liberty Mutual from a domestic to an international financial services group and overseeing a complex, highly regulated group of insurance companies is relevant to the Board's oversight of the Company's global businesses and complex regulations. Mr. Countryman is an experienced director, whose breadth of experience includes service on executive personnel, executive, investment and nominating committees.
		Charles K. Gifford
		Age 67 Director since 2006				Mr. Gifford has been Chairman Emeritus of Bank of America Corporation since February 2005. He was Chairman and Chief Executive Officer of BankBoston prior to its 1999 merger with Fleet Financial Group and became President and Chief Operating Officer of the combined companies. Mr. Gifford became Chief Executive Officer of FleetBoston Financial in 2001 and Chairman in 2002. Mr. Gifford is also a director of Bank of America Corporation and NSTAR. He has held no other directorships during the past five years.
						Mr. Gifford, through an accomplished career overseeing large complex financial institutions in the banking industry, brings important business and financial expertise to the Board in its deliberations on complex transactions and other financial matters. In addition, his breadth of director experience, which includes his service on executive personnel, credit, and governance and nominating committees, provides valuable contributions to the Board in implementing good corporate governance.

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		Leonard Goldberg
		Age 76 Director since 2007				Mr. Goldberg has been President of Mandy Films, Inc. and Panda Productions, Inc., both television and film production companies, since 1984. He was President of Twentieth Century Fox from 1987 to 1989. In addition, from 1972 to 1984, he partnered with producer Aaron Spelling to launch various television series and made-for-television movies. Prior to that, Mr. Goldberg served as Vice President of Production at Screen Gems (now Columbia Pictures Television) from 1969 to 1972. During the years 1961 to 1969, he served in various positions with the ABC Network, advancing to Head of Programming. He has held no other directorships during the past five years.
						With his 49 years of executive and creative experience in the television and film industries, Mr. Goldberg brings a deep understanding of the Company's core television and film businesses. He is well-positioned to advise directly on the strategic direction of the Company's Entertainment segment, including with respect to providing insight into the management of the Company's executive and creative talent.
		Bruce S. Gordon
		Age 64 Director since 2006				Mr. Gordon served as President and Chief Executive Officer of the National Association for the Advancement of Colored People ("NAACP") from August 2005 to March 2007. In December 2003, Mr. Gordon retired from Verizon Communications where he had served as President, Retail Markets Group since June 2000. Prior to that, Mr. Gordon served as Group President, Enterprise Business with Bell Atlantic Corporation (Verizon's predecessor) since December 1998. He served as Group President, Consumer and Small Business Services of Bell Atlantic from 1993 to August 1997, and as Group President, Retail, from August 1997 to December 1998. Mr. Gordon is also a director of Northrop Grumman Corporation and Tyco International Ltd. During the past five years, he was also a director of The Southern Company (1994-2006).
						Having completed a 35-year career as a top executive in the telecommunications industry in 2003, Mr. Gordon became the first business executive to head the NAACP from 2005 to 2007. In addition to bringing significant leadership experience to the Board from his previous executive officer positions, the combination of proven business acumen and experience in public service makes Mr. Gordon a valuable advisor on business practices, including those with social policy implications. Most recently, he was an instrumental advisor in the Company's re-affirmation of its diversity commitment programs. Also, Mr. Gordon's current service on two other boards, including service on nominating and governance, compensation and policy committees, gives him a deep understanding of public company governance.

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		Linda M. Griego
		Age 62 Director since 2007				Ms. Griego has served, since 1986, as President and Chief Executive Officer of Griego Enterprises, Inc., a business management company. She oversees the operations of Engine Co. No. 28, a prominent restaurant in downtown Los Angeles that Ms. Griego founded in 1988. From 1990 to 2000, Ms. Griego held a number of government-related appointments, including Deputy Mayor of the city of Los Angeles, President and Chief Executive Officer of the Los Angeles Community Development Bank, and President and Chief Executive Officer of Rebuild LA, the agency created to jump-start inner-city economic development following the 1992 Los Angeles riots. Over the past two decades, she has also served on a number of government commissions and boards of directors of nonprofit organizations, including current service on the boards of the Packard Foundation and the Community Development Technology Center. Ms. Griego has served as a director of publicly traded and private corporations, including presently serving as director of Southwest Water Company and AECOM Technology Corporation. During the past five years, she was also a director of Blockbuster Inc. (1999-2005), City National Corporation (2006-2009) and Granite Construction Incorporated (1999-2007).
						With the breadth of her leadership experience as a businesswoman, in the public sector through her multiple government appointments and extensive community-based participation in Los Angeles, an area where the Company has a significant presence, and on multiple not-for-profit boards, Ms. Griego provides the Board with financial and business acumen, as well as public policy expertise as it relates to business practices. Ms. Griego is also an experienced director, including current service on other audit, compensation and organization, and nominating and governance committees, with demonstrated expertise in the application of sound corporate governance principles.
		Arnold Kopelson
		Age 75 Director since 2007				Mr. Kopelson has been Co-Chairman and President of Kopelson Entertainment, through which he produces films and finances the acquisition and development of screenplays, since 1979. Prior to that, he practiced entertainment and banking law, specializing in motion picture financing. He has been honored with a Best Picture Academy Award, a Golden Globe, and an Independent Spirit Award, and his films have generated 17 Academy Award nominations. Mr. Kopelson serves on the Executive Committee of the Producers Branch of the Academy of Motion Picture Arts and Sciences. He has held no other directorships during the past five years.
						As an Academy Award-winning producer, Mr. Kopelson brings to the Board a significant depth of knowledge of the entertainment industry. This encompasses 31 years of executive and creative experience in film production and financing, as well as his prior experience in practicing entertainment and banking law. With his film industry experience and affiliations, Mr. Kopelson is a skilled advisor on the strategic direction of the Company's Entertainment segment and provides insight into the management of the Company's executive and creative talent.

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		Leslie Moonves
		Age 60 Director since 2006				Mr. Moonves has been President and Chief Executive Officer of the Company since January 2006. Previously, Mr. Moonves served as Co-President and Co-Chief Operating Officer of Former Viacom from June 2004 through December 2005. Prior to that, he served as Chairman and Chief Executive Officer of CBS Broadcasting since 2003 and as its President and Chief Executive Officer since 1998. Mr. Moonves joined former CBS Corporation in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993. Mr. Moonves is also a director of KB Home. During the past five years, he was also a director of Westwood One, Inc. (2004-2006).
						As the Company's President and Chief Executive Officer, Mr. Moonves provides a critical link to management's perspective in Board discussions regarding the businesses and strategic direction of the Company. With his experience in all aspects of the Company's global businesses, having served in executive positions with the Company for the past 15 years, coupled with his service on the Board since the Separation, he provides the Board with unique institutional knowledge of the Company. Mr. Moonves is widely recognized as one of the most influential leaders in the entertainment industry. He is also an experienced director, with his service on the boards of multiple industry associations and another public company board.
		Doug Morris
		Age 71 Director since 2007				Mr. Morris has been the Chairman and Chief Executive Officer of Universal Music Group since November 1995. In July 1995, he formed a joint venture with Universal Music Group for a full-service record label. Prior to that, Mr. Morris served as President and Chief Operating Officer of Warner Music U.S. commencing in 1994 and was soon after appointed Chairman. He served as President of Atlantic Records and Co-Chief Executive Officer of the Atlantic Recording Group from 1980 to 1994. Mr. Morris began his career as a songwriter, producer, and the founder of his own record label, which was acquired by Atlantic Records in 1978. Mr. Morris is also a director of Activision Blizzard, Inc. He has held no other directorships during the past five years.
						Mr. Morris brings to the Board significant leadership experience as the principal executive officer of the world's largest music company, Universal Music Group ("UMG"). As UMG is involved in the development, manufacturing, marketing, sales and distribution of recorded music through a network of subsidiaries, joint ventures and licensees in multiple countries around the world, Mr. Morris brings his direct experience overseeing a business structure focused on content creation and distribution to advise on the strategic direction of the Company's businesses with a global footprint.

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		Shari Redstone¹
		Age 56 Director since 1994				Ms. Redstone has been Vice Chair of the Board of the Company since June 2005, and President of National Amusements since January 2000. Prior to that, Ms. Redstone served as Executive Vice President of National Amusements since 1994. Ms. Redstone practiced law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a member of the Board of Directors and Executive Committee for the National Association of Theatre Owners, Co-Chairman and Co-President of MovieTickets.com, Inc., and Chairman and Chief Executive Officer of CineBridge Ventures, Inc. Ms. Redstone is a board member of several charitable organizations, including the Board of Trustees at Dana-Farber Cancer Institute, the Board of Directors at Combined Jewish Philanthropies and the Board of Directors of the John F. Kennedy Library Foundation. Ms. Redstone is also a director of National Amusements and Viacom (Vice Chair). During the past five years, she was also a director of Midway Games (2004-2008).
						As President of National Amusements, Ms. Redstone brings to the Board, and to her position as its Vice Chair, extensive industry and executive expertise, as well as legal acumen from her prior experience as a practicing attorney. That broad experience and entertainment industry knowledge directly assist the Board in overseeing the management of the Company. Under her leadership, National Amusements has continued to expand its international footprint and its exploration of new technologies. Ms. Redstone is also Chairman of Rising Star Media, which owns the top-grossing cinemas in Russia. Ms. Redstone brings to the Board's deliberations this forward-looking vision and direct knowledge of global growth strategies for the Company's businesses. She is also an experienced director through her service on the boards of multiple industry associations, other public companies and charitable organizations. Ms. Redstone also provides institutional knowledge of the Company and continuity on the Company's Board, having served as a Board member for 16 years.

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		Sumner M. Redstone¹
		Age 86 Director since 1986				Mr. Redstone is the Company's Founder and has been Executive Chairman of the Board since January 2006. He was Chairman of the Board of Former Viacom from 1987 through 2005 and served as Chief Executive Officer of Former Viacom from 1996 through 2005. Mr. Redstone has also served as Chairman of the Board of National Amusements since 1986 and Chief Executive Officer of National Amusements since 1967. He served as President of National Amusements from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Mr. Redstone has lectured at a variety of universities, including Harvard Law School and Brandeis University, and in 1982 joined the faculty of the Boston University School of Law. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan's high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. Mr. Redstone is also Chairman of the Board of National Amusements and serves as Executive Chairman of the board of directors and Founder of Viacom. He has held no other directorships during the past five years.
						Mr. Redstone, with over 56 years as a renowned leader in the entertainment industry, has played a significant role in the entertainment and communications industries, through his ownership and executive positions at National Amusements, Viacom and this Company and his multiple leadership positions held at various industry associations. This industry and business experience, as well as his leadership experience in multiple entertainment and media company acquisitions and reorganizations, brings direct expertise to the Board's oversight of this Company's corporate and business strategies. His years of experience as a leader in multiple civic and community affairs and as a practicing attorney add to his position as an important advisor in this Company's deliberations. Mr. Redstone is also unsurpassed in his institutional knowledge of this Company and service on this Company's Board, having served on the Board for 24 years, and is thus uniquely qualified to be the Board's Chairman.

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		Frederic V. Salerno
		Age 66 Director since 2007				Mr. Salerno is a retired Vice Chairman and Chief Financial Officer of Verizon Communications Inc., a position he held from June 2000 to October 2002. Prior to that, Mr. Salerno served as Vice Chairman and Chief Financial Officer of Bell Atlantic Corporation (Verizon's predecessor) from August 1997. Prior to the merger of Bell Atlantic and NYNEX Corporation, Mr. Salerno served as Vice Chairman, Finance and Business Development of NYNEX from 1994 to 1997. Mr. Salerno was Vice Chairman of the Board of NYNEX and President of the NYNEX Worldwide Services Group from 1991 to 1994. Prior to the Separation, Mr. Salerno served as a director of Former Viacom from 1994 through 2005. Mr. Salerno is also a director of Akamai Technologies, Inc., IntercontinentalExchange, Inc., National Fuel Gas Company, Popular Inc. and Viacom. During the past five years, he was also a director of Bear Stearns Companies Inc. (1992-2008), Consolidated Edison, Inc. (2002-2007), and Gabelli Asset Management Inc. (2003-2006).
						Mr. Salerno, through his prior principal financial officer and other executive positions held during his 37-year career in the telecommunications industry, provides the Board with a depth of business acumen and financial expertise important in analyzing complex financial transactions and overseeing financial and accounting matters for a large public company, including with respect to service on the Company's Audit Committee. Mr. Salerno is an experienced director bringing a broad and deep understanding of public company governance from his past and current service on other public company boards and various committees. He provides valuable institutional knowledge of the Company and continuity on the Company's Board, having served a total of 14 years on the Board.

1 Ms. Redstone is Sumner Redstone's daughter. There are no other director nominees related to any other director or executive officer by blood, marriage or adoption.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a vote "FOR" the election of each of the director nominees named above.

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DIRECTOR COMPENSATION

Outside Director Compensation During 2009

The following table sets forth information concerning the compensation of the Company's Outside Directors for 2009.



Name (a)	Fees Earned or Paid in Cash ($) (b) (1)		Stock Awards ($) (c) (2)		Option Awards ($) (d) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (e) (4)		All Other Compensation ($) (f) (5)		Total ($) (g)
Andelman, David R.		80,000		75,001		11,103		0		0		166,104
Califano, Jr., Joseph A.		154,000		75,001		11,103		0		7,500		247,604
Cohen, William S.		113,000		75,001		11,103		0		0		199,104
Countryman, Gary L.		150,000		75,001		11,103		0		7,500		243,604
Gifford, Charles K.		171,000		75,001		11,103		0		7,500		264,604
Goldberg, Leonard		117,000		75,001		11,103		N/A		3,000		206,104
Gordon, Bruce S.		115,000		75,001		11,103		N/A		0		201,104
Griego, Linda M.		94,000		75,001		11,103		N/A		5,750		185,854
Kopelson, Arnold		80,000		75,001		11,103		0		0		166,104
Morris, Doug		88,000		75,001		11,103		0		0		174,104
Redstone, Shari		78,000		75,001		11,103		0		0		164,104
Salerno, Frederic V.		94,000		75,001		11,103		0		7,500		187,604

(1): Reflects cash amounts earned in 2009 for the annual board retainer, committee chair retainers, and meeting fees for board and committee meetings. These amounts include cash deferred by Messrs. Andelman, Califano, Cohen, Countryman, Gifford, Morris and Salerno under the CBS Corporation Deferred Compensation Plan for Outside Directors.
(2): These amounts reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 (formerly SFAS 123R) of grants of restricted share units. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2009, see "RSUs, PSUs and Restricted Shares" in Note 10 to the audited 2009 consolidated financial statements on pages II–67 and II–68 in the Company's Form 10-K for the fiscal year ended December 31, 2009.
(3): These amounts reflect the aggregate grant date fair values determined in accordance with the FASB ASC Topic 718 (formerly SFAS 123R). For a discussion of the assumptions made in calculating the amounts for 2009, see "Stock Options and Equivalents" in Note 10 to the audited 2009 consolidated financial statements on pages II-67 and II-68 in the Company's Form 10-K for the fiscal year ended December 31, 2009.
(4): Interest accrues on amounts deferred under the CBS Corporation Deferred Compensation Plan for Outside Directors at the prime rate in effect at Citibank, N.A. at the beginning of each calendar quarter. For 2009, the prime rate did not represent a preferential rate for purposes of this table as the prime rate was not more than 120% higher than the applicable Federal Reserve Board's long-term interest rate.
(5): Amounts reflect the aggregate value of all matching charitable contributions made by the Company on behalf of the director for 2009 under the CBS Corporation Matching Gifts Program for Directors. Under the program, the Company matches donations made by a director to eligible tax-exempt organizations at the rate of one dollar for each dollar donated up to $7,500 for each fiscal year.

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Description of Outside Director Compensation

Directors of the Company who are not employees of the Company or any of its subsidiaries are "Outside Directors" as defined in the director plans described below. Outside Directors receive compensation for their service on the Board and are eligible to participate in these director plans. Messrs. Andelman, Califano, Cohen, Countryman, Gifford, Goldberg, Gordon, Kopelson, Morris and Salerno and Mses. Griego and Redstone are currently deemed Outside Directors. Messrs. Redstone and Moonves are not compensated for serving on the Board and are not eligible to participate in any director plans, other than the Matching Gifts Program for Directors.

Cash Compensation

The Company pays the following cash compensation to Outside Directors:

•: A $60,000 annual retainer, payable in equal installments quarterly in advance;
•: A per meeting attendance fee of $2,000 for each Board meeting;
•: A per meeting attendance fee of $2,000 to committee members for each meeting of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee; and
•: A $20,000 annual retainer for the chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, payable in equal installments quarterly in advance.

Deferred Compensation Plan

The Company maintains deferred compensation plans for Outside Directors (the "Director Deferred Compensation Plans"). Under the Director Deferred Compensation Plans, Outside Directors may elect to defer their Board and committee retainer and meeting fees. Deferred amounts are credited during a calendar quarter to an interest-bearing income account or a stock unit account in accordance with the director's prior election. Amounts credited to an income account bear interest at the prime rate in effect at the beginning of each calendar quarter. Amounts credited to a stock unit account are deemed invested in phantom units for shares of the Company's Class A Common Stock and Class B Common Stock on the first day of the calendar quarter following the quarter in which the amounts are credited, with the number of shares calculated based on the closing market prices on that first day. Until the amounts credited to the stock unit account are converted into phantom units, these credited amounts bear interest at the prime rate in effect at the beginning of the relevant calendar quarter.

Upon a director's leaving the Board, the amounts deferred under the Director Deferred Compensation Plans are paid in cash in a lump sum or in three or five annual installments, based on the director's prior election, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board (90 days after the director leaves the Board in the case of amounts deferred before January 1, 2005) or January 15th of the following year. The value of a stock unit account is determined by reference to the average of the respective closing market prices of the Company's Class A Common Stock and Class B Common Stock on the NYSE on each trading date during the four-week period ending five business days prior to the initial payment date. Amounts paid in installments accrue interest until the final installment is paid.

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Equity Compensation

The Company maintains the amended and restated CBS Corporation 2005 RSU Plan for Outside Directors (the "Director RSU Plan") and the amended and restated CBS Corporation 2000 Stock Option Plan for Outside Directors (the "Director Option Plan").

Stock Awards

Outside Directors receive the following awards under the Director RSU Plan:

•: An annual grant of RSUs on January 31st of each year equal to $100,000 ($75,000 prior to January 29, 2010) in value based on the closing price of the Company's Class B Common Stock on the NYSE on the date of grant, with the RSUs vesting one year from the date of grant; and
•: Prorated RSU grants for Outside Directors who join the Board following the date of the annual RSU grant, but during the calendar year of the grant. Prorated grants will be made five business days following the date an Outside Director joins the Board, and will be determined by prorating the $100,000 annual RSU grant based on the number of months remaining in the calendar year from the date the Outside Director joins the Board (counting the month of joining as a full month) and then dividing the prorated value by the closing price of the Company's Class B Common Stock on the NYSE on the date of grant. Prorated RSU grants vest on the first anniversary of the date of grant of the annual RSU grant that was awarded during the calendar year in which the Outside Director received the prorated RSU grant.

RSUs are payable to Outside Directors in shares of the Company's Class B Common Stock upon vesting unless the Outside Director elects to defer the settlement to a future date. Outside Directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its Class B Common Stock. Dividend equivalents will accrue on the RSUs (including RSUs for which settlement has been deferred) in accordance with the Director RSU Plan until the RSUs are settled.

Option Awards

Outside Directors receive the following awards under the Director Option Plan:

•: An initial grant of 12,734 stock options to purchase shares of the Company's Class B Common Stock. This grant is made on the date the director joins the Board as, or otherwise becomes, an Outside Director and will vest one year from the date of grant; and
•: An annual grant of 5,093 stock options to purchase shares of the Company's Class B Common Stock. This grant is made on January 31st of each year and will vest in three equal annual installments, on the first, second and third anniversaries of the date of grant.

The exercise price for the stock option grants made under the Director Option Plan is the closing price of the Company's Class B Common Stock on the NYSE on the date of grant, or if such day is not a business day, on the business day immediately preceding the date of grant.

Matching Gifts Program for Directors

All directors are eligible to participate in the Company's Matching Gifts Program for Directors. Under the program, the Company matches donations made by a director to eligible tax-exempt organizations at the rate of one dollar for each dollar donated up to $7,500 for each fiscal year. The purpose of the program is to recognize the interest of the Company and its directors in supporting eligible organizations.

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Other

Expenses: Directors are reimbursed for expenses incurred in attending Board, committee and stockholder meetings (including travel and lodging) in accordance with the Company's normal travel policies.

Director Attendance at Certain Other Events: CBS Corporation believes it is in its best interest for directors to participate in certain Company events and other events to meet with management, customers, talent and others important to the Company's business. The Board has established a policy on director attendance at these events. Under the policy, tickets to events that are designated as having a business purpose are allocated to directors. In addition, the Company reimburses directors for travel expenses in accordance with the Company's normal travel policies.

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ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2010, subject to stockholder ratification. The Audit Committee has reviewed PwC's independence from the Company as described in the "Report of the Audit Committee." In appointing PwC as the Company's independent registered public accounting firm for the year ending December 31, 2010, and in recommending that the Company's stockholders ratify the appointment, the Audit Committee has considered whether the non-audit services provided by PwC were compatible with maintaining PwC's independence from the Company and has determined that such services do not impair PwC's independence.

Representatives of PwC are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they desire to do so. They will also be available to respond to questions at the Annual Meeting.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2010.

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REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

The Audit Committee Charter states that the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audit of the consolidated financial statements of the Company. The Audit Committee also assists the Board of Directors' oversight of:

•: The quality and integrity of the Company's consolidated financial statements and related disclosures;
•: Evaluation of the effectiveness of the Company's internal control over financial reporting and risk management;
•: The Company's compliance with legal and regulatory requirements;
•: The independent auditor's qualifications and independence; and
•: The performance of the Company's internal audit function and independent auditor.

Under the Audit Committee Charter, the Audit Committee's authorities and duties include, among other things:

•: Direct responsibility for the appointment, retention, termination, compensation and oversight of the work of the independent auditor, which reports directly to the Audit Committee, and the sole authority to pre-approve all services provided by the independent auditor;
•: Reviewing and discussing the Company's annual audited financial statements, quarterly financial statements and earnings releases with the Company's management and its independent auditor;
•: Reviewing the organization, responsibilities, audit plan and results of the internal audit function;
•: Reviewing with management, the internal auditor and the independent auditor the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures; and
•: Reviewing with management material legal matters and the effectiveness of the Company's procedures to ensure compliance with legal and regulatory requirements.

The Audit Committee also discusses certain matters with the independent auditor on a regular basis, including the Company's critical accounting policies, certain communications between the independent auditor and management, and the qualifications of the independent auditor.

The full text of the Audit Committee Charter is available on CBS Corporation's website at www.cbscorporation.com. The Audit Committee assesses the adequacy of its Charter at least every other year, or more frequently as the Committee may determine.

The Company's management is responsible for the preparation of the Company's consolidated financial statements, the financial reporting processes and maintaining effective internal control over financial reporting. The independent auditor is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB") and expressing an opinion on the conformity of the audited consolidated financial statements to U.S. generally accepted accounting principles. The independent auditor also expresses an

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opinion on the effectiveness of the Company's internal control over financial reporting. The Audit Committee monitors and oversees these processes.

As part of its oversight role, the Audit Committee has reviewed and discussed with management and the Company's independent auditor, PricewaterhouseCoopers LLP ("PwC"), the Company's audited consolidated financial statements for the year ended December 31, 2009, the Company's disclosures under "Management's Discussion and Analysis of Results of Operations and Financial Condition" in the Company's 2009 Annual Report on Form 10-K and matters relating to the effectiveness of the Company's internal control over financial reporting as of December 31, 2009.

The Audit Committee has also discussed with PwC all required communications, including the matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications). In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence and has discussed with PwC the firm's independence from the Company.

Based on the Audit Committee's review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009.

Members of the Audit Committee

Gary L. Countryman, Chair
Joseph A. Califano, Jr.
Linda M. Griego
Doug Morris
Frederic V. Salerno

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FEES FOR SERVICES PROVIDED BY THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The following table sets forth fees for professional services rendered by PwC to the Company and its subsidiaries for each of the years ended December 31, 2009 and 2008.

		2009		2008

Audit Fees		$	8,756,000	$	8,646,000
Audit-Related Fees (1)			1,307,000		831,000
Tax Fees (2)			483,000		543,000
All Other Fees (3)			2,000		14,000

	Total	$	10,548,000	$	10,034,000

(1): Audit-related fees for 2009 and 2008 principally related to employee benefit plan audits, services in connection with mergers and acquisitions, audits attesting to the control environment and other attestation services required by contract.
(2): Tax fees for 2009 and 2008 principally related to tax compliance, tax advice and tax planning services for domestic and international subsidiaries.
(3): All other fees for 2009 and 2008 principally related to PwC reference materials and publications purchased by the Company.

Audit Committee Pre-Approval of Services Provided by PwC

All audit and non-audit services provided to the Company by PwC for 2009 were pre-approved by the Audit Committee. Under the Audit Committee's pre-approval policies and procedures in effect during 2009, the Chair of the Audit Committee was authorized to pre-approve the engagement of PwC to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services, up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000. The Audit Committee receives regular reports on the engagements approved by the Chair pursuant to this delegation. For 2010, the Audit Committee adopted the same pre-approval policies and procedures that were in effect for 2009, which permit the Chair to pre-approve the specified audit and non-audit services up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Objectives

CBS Corporation's compensation programs are designed to motivate and reward business success and to increase stockholder value. The Company's compensation programs are based on the following core objectives:

•: Stockholder Value Focused: Align executives' interests with stockholders' interests, with particular emphasis on creating incentives that reward consistently increasing value of the Company.
•: Market-based: Take into account the profile of compensation and benefits programs found in peer companies in order to attract and retain the talent needed to drive sustainable competitive advantage and deliver value to stockholders.
•: Performance-based: Ensure plans provide reward levels that reflect variances between actual and desired performance results.
•: Flexible: Enable management and the Board to make decisions based on the needs of the business and to recognize different levels of individual contribution and value creation.

Evaluating Senior Executive Compensation

The Compensation Committee reviews and approves the Company's compensation arrangements with each of the executive officers whose compensation is individually disclosed in the tables that appear on subsequent pages (the "named executive officers") and certain other senior executives (together with the named executive officers, the "senior executives"). The Committee reviews all components of the senior executives' compensation, including base salary, annual and long-term incentives, severance arrangements and benefit programs to ensure that they adhere to the core objectives of the Company's compensation programs. The Committee utilizes a rolling 12-month calendar based on regularly scheduled meeting dates that identifies the meeting date at which each senior executive requires Committee consideration regarding compensation and the type of action to be considered (i.e., salary increase, annual bonus payout, long-term incentive award determination, and other compensation actions). All final determinations relating to the compensation of the Executive Chairman and the President and Chief Executive Officer are made by the Committee in executive session, with advice from an independent compensation consulting firm. In assessing the compensation of the senior executives, the Committee considers many factors, including the performance of the Company's operations (with respect to corporate executives, the overall performance of the Company; with respect to operational executives, performance of the operations for which the executive is responsible), individual performance, experience, tenure and historical compensation, comparisons to other appropriate senior executives at identified peer companies and the advice of an independent consultant. In considering any individual element of a senior executive's compensation, the Committee considers that element in relation to the individual executive's total compensation (i.e., base, bonus and long-term incentives).

The Compensation Committee retains an independent compensation consulting firm to advise the Committee in its review of senior executive compensation. The Committee has the sole authority to retain and terminate the independent compensation consulting firm and to review and approve the firm's fees and other retention terms. The Committee adopted a policy in 2008 providing that the independent compensation consulting firm will not be considered as a provider of services to the Company, other than for services provided to the Compensation Committee. In connection with this policy, in light of the then-pending merger of Towers Perrin and Watson Wyatt, the Committee terminated Towers Perrin as its independent compensation consultant as of October 30, 2009, since Watson Wyatt provides actuarial consulting services to the Company. The Committee, for the

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remainder of 2009, continued to receive advice from an independent compensation consultant. Effective January 7, 2010, the Committee engaged Exequity LLP to serve as its independent compensation consultant. In furtherance of the Committee's review of senior executive compensation, one role of the independent consultant is to examine the compensation practices at companies with which the Company competes for senior executive talent, including those companies engaged in similar business activities (e.g., diversified media companies) and other publicly traded U.S. companies (general industry), as described below. Not all of the companies included in these groups may be used as a point of comparison when reviewing a senior executive's total compensation. In determining which companies are appropriate comparisons for each senior executive, the consultant considers the scope of the executive's responsibility and the nature of the business for which he or she is responsible. As a result, the companies appropriate for comparison may differ from one senior executive to the next. The compensation assessment focuses on applicable compensation packages at the 65th percentile of reliable market data, which includes an evaluation of base salary, target annual incentive opportunities (as such data is available), actual annual incentive earned, annualized expected value of long-term incentives, and the resulting total actual and target compensation. The compensation assessment includes market data at the 65th percentile to reflect the Committee's commitment to competing with the Company's media peers in recruiting and retaining the most sought-after executive talent in the media industry. Although the Committee does not target total compensation amounts for each senior executive to a specific benchmark, the Committee does consider the compensation levels from the compensation assessment as one factor in determining these total compensation amounts for each senior executive.

In 2009, for purposes of its competitive assessment, the consultant primarily referenced an industry-specific group which included other diversified media companies (i.e., News Corporation, Time Warner Inc., Viacom Inc. and The Walt Disney Company). The consultant also studied a general industry group, which included publicly traded companies from which the Company may source, or to which the Company may lose, executive talent (i.e., Altria Group, Inc. (pre-split), AT&T Inc., Cablevision Systems Corporation, Cisco Systems, Inc., Clear Channel Communications, Inc. (now a non-public subsidiary of CC Media Holdings, Inc., a public company), The Coca-Cola Company, Comcast Corporation, Dell Inc., Electronic Data Systems Corporation, Gannett Co., Inc., General Electric Company, Hewlett-Packard Company, International Business Machines Corporation, News Corporation, PepsiCo, Inc., The Procter & Gamble Company, Qwest Communications International Inc., Sprint Nextel Corporation, Time Warner Inc., Verizon Communications Inc., Viacom Inc., The Walt Disney Company and Yahoo! Inc.). For Mr. Redstone, the Committee considers the compensation arrangements for similar executive chairman roles at peer media companies.

Changes in Named Executive Officers' Compensation Arrangements and 2010 Employment Agreements

On July 20, 2009, the Board of Directors elected Joseph R. Ianniello as the Company's Executive Vice President and Chief Financial Officer to succeed Fredric G. Reynolds, who stepped down from that position on that date and who retired from the Company effective as of August 15, 2009. In connection with this election, the Compensation Committee determined that it would be in the Company's best interest to enter into a new agreement, effective as of July 20, 2009, for the continued employment of Mr. Ianniello in his new position as Executive Vice President and Chief Financial Officer. In determining the compensation terms, the Committee considered the compensation arrangements for executives with similar scopes of responsibility at general industry and peer media companies, as well as the core objectives set forth in the "Overview of Compensation Objectives" section above. As a result, the Committee determined to set Mr. Ianniello's annual compensation level as follows: $1.5 million in base salary; bonus target at 200% of base salary; and a long-term incentive award target value of $3 million, which target total compensation was within the range of target total compensation for chief financial officers of the Company's diversified media peers.

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During 2009, the Committee did not change the compensation arrangements set forth in the employment agreements for Messrs. Reynolds, Briskman and Franks, in light of the unprecedented economic conditions that existed at the time. For Mr. Redstone, for the same reason, in connection with the Committee's annual review of cash compensation (base salary and target bonus) under his employment agreement, the Committee determined to keep his cash compensation the same. Effective March 1, 2010, the Committee determined to increase Mr. Redstone's base salary to $1.75 million. Also in 2009, Mr. Moonves waived his right as set forth in his then-current employment agreement for consideration of an increase to his salary and target bonus. However, as more fully discussed under "Long-Term Incentive Program" below, the Compensation Committee determined, after consideration of his strong performance and leadership in a difficult business climate and in order to provide an incentive tied to stock price increases, to award to Mr. Moonves a one-time stock option grant to purchase shares of the Company's Class B Common Stock. (See the Summary Compensation Table for Fiscal Year 2009 and the Grants of Plan-Based Awards During 2009 table.) Before retiring in 2009, Mr. Reynolds' compensation arrangement was governed by the terms and conditions set forth in his then-existing employment agreement dated August 15, 2005, the terms of which expired on August 14, 2009, his last day of employment. Given Mr. Reynolds' extensive financial knowledge of the Company resulting from his significant tenure with CBS and its predecessor operations, the Company retained him to perform specified short-term consulting services following his retirement. This agreement terminated effective February 28, 2010.

In February 2010, the Compensation Committee approved a new employment agreement for Mr. Moonves, which became effective February 23, 2010. This new agreement supersedes his prior agreement, dated October 15, 2007, which was set to expire in 2011, and extends his employment with the Company through February 22, 2015. This new agreement is designed to further align and strengthen the interests of the Company's principal executive officer with those of its shareholders through a stronger connection between pay and the long-term performance of the Company. In that regard, the Compensation Committee determined not to increase Mr. Moonves' base salary under the new agreement and to provide additional compensation opportunity tied to the performance of the Company through annual incentives and equity awards. In making its determination, the Committee took into account the total compensation packages provided to the CEOs of other diversified media companies, Mr. Moonves' stature as one of the most influential leaders in the entertainment industry, his 15-year tenure as a Company executive, and his performance as the Company's Chief Executive Officer. In concluding Mr. Moonves' new agreement, the Compensation Committee was advised by its independent compensation consultant and independent legal counsel. Mr. Moonves' new employment agreement is filed as Exhibit 10(q) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Elements of Executive Compensation

The Company's compensation arrangements with each of the senior executives, including the named executive officers, consist of the following elements:

•

Base Salary

•

Performance-Based Compensation Programs

•: Annual Bonus Awards
•: Long-Term Incentives

•

Retirement and Deferred Compensation Plans

•

Other Compensation (Perquisites and Other Personal Benefits)

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The Compensation Committee considers these elements in determining a senior executive's compensation package in order to reward for both the long- and short-term performance of the executive and the Company. The Committee does not use rigid guidelines in determining the mix of compensation elements (i.e., long-term versus currently paid out compensation and cash versus non-cash compensation) for each senior executive. However, the Committee does consider the level of base salary of each named executive officer as it relates to the allocation of guaranteed versus performance-based compensation. Variable, at-risk compensation, both short- and long-term, makes up the majority of each senior executive's total compensation.

The Compensation Committee believes that its consideration of these compensation elements effectively achieves the objective of aligning compensation with performance measures that are directly related to the Company's financial goals and creation of stockholder value, without encouraging senior executives to take unnecessary and excessive risks that threaten the value of the Company. The Committee selects the financial performance metrics, goals and criteria for the performance-based compensation programs each year and also approves adjustments to the calculation of those goals and criteria, including pre-approved adjustments for awards intended to satisfy Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), in order to avoid distorted performance goals and criteria. The Committee believes this process results in performance goals and criteria that are challenging, yet realistic, that will not encourage senior executives to engage in risky business activities in order to achieve unattainable goals or overcome lower results caused by unforeseen events.

Base Salary

The Company provides the senior executives with base salary that is sufficiently competitive to attract and retain talented individuals and provides a secure base of guaranteed cash to compensate them for services rendered during the fiscal year. In order to ensure that the majority of compensation is variable, at-risk and tied to performance, the Compensation Committee generally sets base salary levels for the senior executives between 10% and 40% of targeted total compensation. When reviewing proposals for changes to base salary for the named executive officers, the Committee considers the following:

•: Appropriate competitive compensation data for the position;
•: Individual performance;
•: Base salary level for the executive in relation to that executive's total compensation package;
•: Input and recommendations of Mr. Moonves as President, Chief Executive Officer (for executives other than Mr. Redstone);
•: The level of the annual merit increase budget across the Company as a whole; and
•: Existing contractual obligations, if any.

For 2009, Mr. Moonves waived his right for consideration of any increase, as provided under his then-current employment agreement, to his salary, as well as target bonus. In reviewing base salary during 2009 for Messrs. Redstone, Briskman and Franks, the Compensation Committee continued to consider their level of base salary as it relates to the allocation of guaranteed versus variable, at-risk compensation and also took into account economic conditions during 2009, as well as the factors listed above. As a result, Messrs. Redstone, Briskman and Franks did not receive base salary increases during 2009. Mr. Ianniello received an increase in base salary in connection with his promotion to Executive Vice President and Chief Financial Officer. Mr. Reynolds' employment agreement, in effect prior to his retirement, provided for his salary to remain flat over the term of the agreement. In determining the compensation terms of his post-retirement consulting arrangement, the Compensation Committee considered the scope and value of the consulting services to be rendered and determined to pay him

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the consulting fee set forth in his consulting agreement. See footnote 7(c) to the Summary Compensation Table for Fiscal Year 2009 for a description of the consulting agreement.

Performance-Based Compensation Programs

CBS's performance-based compensation programs provide for the opportunity to reward senior executives for contributing to annual financial and operational performance (through annual bonus programs) and for realizing stock price appreciation (through long-term equity incentives). Bonus awards are based on the Compensation Committee's review of the Company's financial results and qualitative assessment of senior executive performance against key strategic objectives and are not directly linked to the Company's stock price performance. A high percentage of the named executive officers' total compensation is performance-based (targeted at 70%-90%), with a significant portion of total compensation in the form of equity awards (targeted at 40%-60%).

Bonus Awards

The Company provides an opportunity for annual bonus awards under its short-term incentive plans. The purpose of the plans is to benefit and advance the interests of the Company by granting annual bonus awards to the named executive officers and other senior executives as "pay for performance"—a reward for their individual contributions to the Company's annual financial and operational success. Annual bonus compensation for Messrs. Redstone, Moonves, Ianniello, Briskman, Franks and certain of the other senior executives is provided under the Company's Senior Executive Short-Term Incentive Plan (the "Senior Executive STIP"), which is designed to comply with the exception for performance-based compensation to the deduction limitation under Section 162(m) of the Code. Pursuant to Mr. Reynolds' employment agreement in effect prior to his retirement, he is eligible to be considered for a prorated bonus for that portion of 2009 during which he was employed under his employment agreement, determined in a manner consistent with the bonus determinations for other Senior Executive STIP participants. Annual bonus compensation for other senior executives is provided under the Company's Short-Term Incentive Plan ("STIP").

At the beginning of each fiscal year, the Compensation Committee approves funding levels available under the Company's short-term incentive plans in the aggregate. These funding levels are based on budget determinations for the relevant year that take into account expected financial performance of the Company's industry peers for that year, and, for fiscal year 2009, were also based on expected performance against the key strategic objectives identified below. After the end of the fiscal year, the Committee evaluates the Company's actual performance relative to the funding levels in order to determine the aggregate amount available for payouts under the Company's short-term incentive plans. In January 2010, the Committee evaluated the Company's actual financial performance for 2009 and assessed management's performance in 2009 against the strategic objectives relative to the funding levels approved at the beginning of 2009 in order to determine the aggregate amount available for payouts under the Company's short-term incentive plans. The aggregate amount of awards provided to the named executive officers, as well as to the other participants in the short-term incentive plans, is limited by the funding pool resulting from the Committee's evaluation.

In addition, at the beginning of each fiscal year, the Compensation Committee sets a performance criterion as a first step toward qualifying bonus awards made under the Senior Executive STIP as "qualified performance-based compensation" eligible for deductibility under Section 162(m) of the Code. Assuming that the Committee determines that the criterion is met, the terms of the Senior Executive STIP establish for each of the named executive officers a maximum bonus, with the amount of bonus, if any, actually awarded being subject to the Committee's negative discretion ("downward discretion"). See the "Compensation Deductibility Policy" section below for a discussion of the Section 162(m) performance criterion set for 2009.

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In exercising its downward discretion and determining the individual awards, the Compensation Committee does not utilize a pre-determined formula by which financial performance results in a specific amount or type of compensation for individuals. The Committee's determination regarding the amount of the annual bonus awards to be paid to the named executive officers is a subjective one that enables the Committee to take into account all of the factors it deems appropriate, with no pre-determined weighting as to any individual item, and to utilize its discretion to award an appropriate bonus not in excess of the maximum bonus amount. Under the Senior Executive STIP, awards may be paid, in whole or in part, in cash, in the form of stock-based awards issued under the Company's long-term incentive plan or in any other form prescribed by the Committee.

The Compensation Committee considers individual performance factors in determining bonus payouts for the senior executives. In addition to reviewing each executive's contributions to the achievement of financial goals, for 2009, the Compensation Committee also considered the following key strategic objectives: (i) maintaining the Company's financial stability and strength; (ii) providing continuous flow of top-tier content; (iii) advancing strategic plans to drive growth through continued transformation of the Company; (iv) maintaining and building the Company's reputation as one of the most desirable organizations for top "talent"; and (v) positioning the Company for long-term success. In this regard, the Committee also considers the input and recommendations of Mr. Moonves as President, Chief Executive Officer (for executives other than Mr. Redstone). With respect to Messrs. Redstone and Moonves, the Committee takes into account the performance evaluation of each of them conducted by the Committee, along with the Nominating and Governance Committee, based on the goals and objectives for each of them approved by the Compensation Committee at the beginning of each year.

The Compensation Committee also considers target bonus amounts, expressed as a multiple of salary, set forth in the respective employment agreements of each of the named executive officers, which amounts are based on competitive practice and provide a guideline for appropriate payouts. See "Summary Compensation Table for Fiscal Year 2009—Employment Agreements" for a discussion of the named executive officers' bonus target amounts. The differences in the target bonus amounts set forth in the named executive officers' agreements reflect the level of relative impact of each of their positions on Company performance.

In determining the amounts of the bonuses for 2009 for the named executive officers set forth in the Summary Compensation Table for Fiscal Year 2009, the Compensation Committee took into account factors discussed above and the named executive officers' ability to proactively and aggressively develop and execute strategies to position the Company for long-term success while maintaining financial stability in its operating conditions in a challenging economic environment. The Committee noted the following accomplishments within this context, with no particular weighting assigned to any individual item:

•: The Level of Achievement of the Company's Financial Performance for 2009. The Company exceeded the performance criterion for the Senior Executive STIP. In particular, the Company exceeded its financial budget for free cash flow (i.e., operating income before depreciation and amortization, less cash interest, taxes paid, working capital requirements and capital expenditures), resulting from prudent financial management by the senior executives. Furthermore, the Company achieved the business guidance publicly provided by the Company with respect to its 2009 performance, despite uncertainty regarding the overall economic climate and advertising revenue streams.
•: Prudent Financial Management to Position the Company for Sustainability Through the Recession. Senior management strengthened the Company's balance sheet by refinancing its near-term debt, thereby increasing the Company's refinancing capabilities and enhancing the

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Company's liquidity. In addition, a new three-year $2 billion revolving credit facility was secured to replace the previous undrawn credit facility set to expire in December 2010.

•: Delivery and Leverage of Premium Content Across All Business Units. The Company continued to deliver premium content across the entire portfolio of CBS businesses. Most notably, the CBS Network was able to take advantage of its continued position as the #1 Television Network (according to Nielsen Ratings with respect to certain key categories) by strategically reducing inventory during the upfront and commanding higher prices in the scatter markets. In addition, the Company was able to leverage its successful programming into significant domestic and international syndication deals. Also, Showtime enjoyed significant gains in affiliate revenues resulting from increases in subscribers wanting access to its award-winning original programming.
•: Realignment of Operations for Future Growth. To leverage cross-promotional opportunities and better position how the Company operates, the Company was realigned into new business segments (Entertainment, Cable Networks, Publishing, Local Broadcasting and Outdoor). In particular, by realigning the local broadcasting businesses, TV stations and Radio, the Company will be able to better capitalize on the local market advertising recovery through the collection of local news through TV and radio channels. In 2009, the CBS Interactive Music Group was created, bringing together the Company's digital music assets, including CBS Radio's 100+ music websites and online audio streams and mobile applications, as well as Last.fm.
•: Expansion of Revenue Opportunities from New and Existing Sources. The Company continued to expand revenue opportunities across the entire portfolio of CBS businesses, including emerging platforms and distribution channels, retransmission deals, affiliate compensation arrangements, and exploitation of multiplatform Interactive opportunities. The Company continued to secure future revenues through its pursuit of retransmission agreements, closing four major deals in 2009 (Time Warner Cable, Cablevision, DishNetwork, and Verizon). The Company demonstrated a forefront position in generating new ways to monetize content by becoming the first network to participate in Comcast's technical trial of On Demand Online ("TV Everywhere"). During 2009, the Company expanded upon the initial success and momentum of the CBS Interactive unit following the integration of CNET, with CBS Interactive ranked as the 7th largest Internet property in the United States in terms of unique visitors, reporting strong double-digit year-over-year growth (according to comScore.com).
•: Reputation as a Desirable Organization for Top "Talent". In each of its key businesses, the Company continues to attract and retain executive and creative talent that drives the development of compelling media content. The Company continued to focus on the identification and appropriate development of up and coming executives through its succession planning process, as exemplified by the promotion of Mr. Ianniello. The Company also continued to maintain a results-oriented culture, driven by a stable executive management team.
•: Successful Re-Launch of Company's Commitment to Diversity. The Committee and management worked together to reinvigorate the Company's long-standing commitment to diversity, as it relates to both its employees and supplier spending, measuring success based on outcomes rather than efforts. As result, the Company increased minority representation in internal promotions, increased overall minority representation in its workforce (including in higher salary brackets) and increased supplier diversity spending.

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With respect to the performance of each named executive officer, the Compensation Committee also determined (in the case of Messrs. Redstone and Moonves) and concurred in the recommendations made by Mr. Moonves (in the case of the other named executive officers) that:

•: Mr. Redstone provided leadership as Executive Chairman of the Board of Directors. He also continued as an instrumental advisor to the Company with respect to investor communications and provided oversight with respect to the Company's financial objectives and realignment of business operations for future success.
•: Mr. Moonves provided leadership in achieving the business guidance publicly provided by the Company with respect to its 2009 performance, despite uncertainty regarding the overall economic climate and advertising revenue streams. He also focused division and corporate unit management in achieving the Company's free cash flow budget. Together with his senior management team, he guided many of our business units to solid performance despite the economic conditions, including Showtime, CBS Television Distribution, and the Network and Television Studio operations, which continued to enjoy tremendous ratings success. In the Entertainment business unit in particular, Mr. Moonves took advantage of the Company's position as the #1 Television Network in certain key categories in strategically reducing inventory available for sale during the upfront and commanding higher prices in the scatter markets resulting in significant gains in the 3rd and 4th quarters. He continued to aggressively pursue new and existing opportunities to leverage and monetize the high quality content that drives the Company's core businesses and to maintain the Company's reputation as a highly desirable workplace for top talent. He also advanced strategic plans to develop cross-promotional opportunities in many parts of the portfolio of CBS businesses to capitalize on synergies as evidenced by the restructuring of the Company's operations. He effectively represented the Company to investors and the financial community and continued to play a leadership role in the media industry. The Committee also acknowledged Mr. Moonves' successes in management development and human resources, including his involvement in the execution of the Company's succession planning and diversity programs.
•: Together, Messrs. Ianniello and Reynolds, as the most senior finance executives in the Company, took action to maintain the Company's financial stability during the recessionary challenges of 2009 through skillful cost and risk management to achieve the business guidance publicly provided by the Company with respect to its 2009 performance and exceed the Company's financial budget for free cash flow through higher profits, lower capital spending and tax efficiencies. They continued to strengthen the Company's balance sheet by refinancing near-term debt and replacing it with longer-dated bonds, taking advantage of favorable rates, thereby increasing the Company's refinancing capabilities and enhancing the investor's view of the Company's liquidity. They also maintained our investment-grade balance sheet by continuing to divest mid-size Radio stations and focusing on the Company's collection efforts with respect to receivables.
•: Mr. Briskman provided leadership with respect to the Company's legal affairs by serving in a prominent role in successfully managing significant corporate litigation and arbitration matters and was instrumental in securing recoveries for the Company for certain matters in which the Company was the plaintiff; addressing regulatory and legal issues, including leading the legal team with respect to Company-wide compliance matters; and negotiating key contracts for the Company, including with respect to significant divestitures and new business ventures. He also continued to improve the efficiency of the legal departments of the Company, resulting in savings of legal fees.
•: Mr. Franks provided leadership with respect to the Company's broadcast standards and policies and government affairs. He successfully managed the Company's activities in

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Washington, as well as with state and local governments and corporate philanthropy, and provided pivotal oversight of and guidance to the CBS Television's Standards and Practices Department. In addition, Mr. Franks was instrumental in the Company's retransmission consent negotiations, resulting in four key retransmission agreements and in the Company's transition to digital television.

In determining the individual bonus payouts to the named executive officers for 2009, the Compensation Committee took into consideration the factors above, as well as the historical bonus payouts and performance relative to previous years' performances. For Messrs. Reynolds and Ianniello, the Committee also took into account the time spent in their roles as the most senior finance executive in the Company. For all of these reasons, the Committee determined to award bonuses in the amounts set forth in the "Summary Compensation Table for Fiscal Year 2009."

Long-Term Incentive Programs

Long-Term "Management" Incentive Program (LTMIP)

The LTMIP is designed as a "pay for performance" vehicle to encourage executives to make decisions which will result in sustained long-term stockholder value-creation. It is also a vehicle used to retain talent and build executive ownership. Through the Company's total compensation design, a significant portion of the named executive officers' total compensation opportunity is directly linked to stock price performance (targeted at 40% to 60% of total compensation) with the intention of creating alignment with the stockholders. In determining the target value to be delivered through these equity vehicles, the Compensation Committee reviews competitive market data, the Company's retention needs, potential stockholder dilution, the expense to be incurred by the Company and prior equity grant practices. Eligibility to participate in the LTMIP is generally limited to executives who have management responsibility.

The type and mix of equity-based vehicles used to deliver value varies primarily by an executive's level in the organization and the Company's business needs. The Committee considers the following objectives in determining the appropriate type and mix of equity-based vehicles:

•: Increased alignment with stockholder interests: Provide the opportunity to acquire an equity interest in the Company and share in the appreciation of the value of the stock.
•: Increased accountability for senior executive: Focus senior executives on the achievement of set financial goals with respect to the Company's operations.
•: Retention of talent in both up and down markets: Provide real value in awards that are earned over a specified vesting period.

The values, mix, and type of annual grants for each senior executive are discussed by management and the Compensation Committee and ultimately approved by the Committee, unless the terms have been previously approved and set forth in an employment agreement. With respect to the grants awarded in 2009, other than with respect to Mr. Redstone's grant of performance share units ("PSUs") provided pursuant to his employment agreement, the Compensation Committee determined to provide a mix of stock options and performance-based restricted stock units ("PRSUs") to focus these senior executives on the absolute rather than the relative appreciation of the Company's stock.

In addition to the objectives and approach to allocating award types noted above, the Committee takes into consideration the competitive total compensation assessments provided by the independent compensation consultant in determining the value, mix and type of each senior executive's award. In determining the appropriate type, mix, and value of annual equity awards for eligible executives for 2009, the Compensation Committee reviewed the LTMIP with its independent compensation consultant and senior management. For 2009, Messrs. Ianniello, Reynolds, Briskman and

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Franks received LTMIP awards based on then-current contractual target values that took into account the compensation assessment and the relative impact of the executive's position on Company performance. For Messrs. Redstone and Moonves, the values, mix and type of their annual grants are set forth in their respective employment agreements in effect for fiscal year 2009. See "Summary Compensation Table for Fiscal Year 2009—Employment Agreements." The 2009 awards to the named executive officers were delivered as follows:

	2009 Annualized Award Mix under Long-Term Management Incentive Program (a)

Named Executive Officer	Options		Performance-based Stock Awards (b)
Sumner Redstone		50%		50%
Leslie Moonves (c)		48%		52%
Joseph Ianniello		70%		30%
Fredric Reynolds		70%		30%
Louis Briskman		70%		30%
Martin Franks		70%		30%

(a): This chart does not take into account grants that are not part of the named executive officers' annual grants, except for Mr. Moonves' October 19, 2007 stock option grant noted in footnote (c).
(b): Mr. Redstone's "performance-based stock awards" were delivered in PSUs in accordance with his employment agreement. For the other named executive officers, the performance-based stock award portion of their equity grant was delivered in PRSUs.
(c): The mix of stock options and performance-based stock awards for Mr. Moonves consists of the following: (i) the annualized amount of the expected value (as of the date of the grant) of his October 19, 2007 stock option grant over the term of his 2007 employment agreement, and (ii) his grant of PRSUs on October 1, 2008, for performance year 2009, valued at $7,600,000. The Compensation Committee awarded to Mr. Moonves the October 19, 2007 grant of 5,000,000 stock options, valued based on the fair market value on the date of grant, in connection with his then-new employment agreement effective October 1, 2007.

In October 2009, as part of the Compensation Committee's annual discussion regarding Mr. Moonves' current compensation arrangements, the Committee consulted with an independent compensation advisory firm and determined that it would be appropriate to provide an equity award of 2,400,000 stock options to Mr. Moonves in consideration of his strong performance and leadership in a difficult business climate and to provide incentive tied to stock price increases. In setting the level of award, the Committee took into consideration his outstanding equity grants. This stock option award vests in equal installments from the anniversary of the grant date over four years and has an eight-year term. In addition, as part of Mr. Moonves' bonus for 2008, the Compensation Committee awarded to Mr. Moonves 867,052 stock options in April 2009. (See the Grants of Plan-Based Awards During 2009 table.)

Fund-the-Future Program ("FtF")

The objective of the FtF is to provide additional income to eligible employees, excluding those actively participating in certain pension plans and employees otherwise subject to a collectively bargained agreement which does not provide for their participation in the FtF. Mr. Franks receives RSU awards from his participation in the FtF. The remaining named executive officers are not eligible

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for the FtF, as they actively participate in certain pension plans. For 2009, the Compensation Committee determined to award a number of RSUs to all participants in the FtF, including Mr. Franks, based on the number of RSUs awarded in the prior year under the same program.

Terms of LTMIP Awards

RSUs/Stock Options/PSUs—For a description of certain material terms of the RSU grants (including grants awarded under the FtF), stock option grants, and PSU grants, see "Grants of Plan-Based Awards During 2009—Description of Plan-Based Awards."

Performance Goals

PRSUs—The vesting of the PRSUs is subject to the achievement of a pre-determined performance goal set by the Compensation Committee in the first quarter of the fiscal year. Dividend equivalents accrue on the PRSUs and equal the value of regular cash dividends paid on the shares of the Company's Class B Common Stock. Dividend equivalents are paid in cash, less applicable withholdings, when the PRSUs vest. If the PRSUs do not vest, then the dividend equivalents accrued on those PRSUs are forfeited.

The performance goal is set based on financial and operational goals for the relevant fiscal year which take into account expected performance of the Company's industry peers for that year as determined by media industry analysts. At the beginning of each year, the Compensation Committee reviews the performance goal and considers which metrics offer the best measure of Company performance.

In setting the 2009 performance goals, the Compensation Committee selected two metrics: (i) OIBDA without inter-company eliminations (i.e., operating income before depreciation, amortization and inter-company eliminations) (the "OIBDA metric") and (ii) free cash flow (i.e., operating income before depreciation and amortization, less cash interest, taxes paid, working capital requirements and capital expenditures) (the "FCF metric"). The "OIBDA Metric Target" is calculated by starting with the Company's budget for 2009 for the OIBDA metric and then taking into account items approved by the Compensation Committee that may otherwise distort the calculation of the performance goal. The "FCF Metric Target" is calculated by starting with the Company's budget for 2009 for the FCF metric and then taking into account the same items. For awards eligible for deductibility under Section 162(m) of the Code, the items that were taken into account in the calculation of the OIBDA Metric Target and the FCF Metric Target were with respect to restructuring charges, impairment charges, voluntary pension contributions and debt refinancing. The OIBDA metric was selected because it is an important indicator of the Company's operational strength and performance of its businesses, as it provides a link between profitability and operating cash flow. The FCF metric was also selected because it gives a clear view of the Company's ability to generate cash (and thus profits) and allows the Company to pursue opportunities that enhance stockholder value.

For 2009, the performance goal for the most senior levels of management, including the named executive officers (except for Mr. Redstone who does not receive PRSUs, except for PRSUs granted to Mr. Moonves pursuant to his then-current employment agreement, and except for PRSUs granted to Mr. Briskman on September 23, 2008 in connection with the execution of his employment agreement effective September 7, 2008), was the achievement during 2009 of an 80% or greater level of the weighted average performance of (i) the percentage of an OIBDA Metric Target of $2.145 billion actually achieved (75% weighting) and (ii) the percentage of an FCF Metric Target of $702.334 million actually achieved (25% weighting). The performance goal for Mr. Moonves' PRSU grant and for the PRSUs granted to Mr. Briskman on September 23, 2008 was the achievement during 2009 of an FCF Metric Target of $702.334 million.

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At its first regular meeting after the 2009 fiscal year end, the Compensation Committee reviewed and discussed the Company's performance versus the 2009 performance goals. Actual performance with respect to the OIBDA metric was $1.804 billion and with respect to the FCF metric was $825 million. The Committee then certified that the 2009 performance goals had been achieved, noting that, in particular, such achievement reflected the solid underlying performance of operations within management's control in the face of challenging operating conditions facing the media industry as a result of the ongoing economic conditions. Thus, the PRSUs granted in February 2009 to Messrs. Ianniello, Reynolds, Briskman and Franks, the PRSUs granted to Mr. Moonves in October 2008 for performance year 2009 and the PRSUs granted to Mr. Briskman in September 2008 in connection with the execution of his then-new employment agreement, will each vest in accordance with their respective schedules.

PSUs

2009 PSU Awards. As noted above, no named executive officers or other senior executives received grants of PSUs in 2009, except for Mr. Redstone, who is entitled to receive an annual PSU grant under his employment agreement. The number of shares of Class B Common Stock to be delivered under Mr. Redstone's 2009 PSU grant for the measurement period January 1, 2009 through December 31, 2011 is determined in accordance with the following schedule (the "SMR TSR Schedule"): if the Company achieves less than the 25th percentile TSR, the award of PSUs will be forfeited; if the Company achieves the 25th percentile TSR, the number of shares to be delivered will be 25% of the target number of shares (i.e., a target of 391,135 shares); if the Company achieves the 50th percentile TSR, the number of shares to be delivered will be 100% of the target number of shares; and if the Company achieves the 100th percentile TSR (i.e., if it is the first ranked company in the reference group for TSR), the number of shares to be delivered will be 300% of the target number of shares. For Company achievement at intermediate points between the 25th and 50th percentile, or between the 50th percentile and the 100th percentile, the number of shares to be delivered will be interpolated between the respective number of shares delivered at such percentiles. Notwithstanding the SMR TSR Schedule, in the event the Company achieves less than the 50th percentile TSR for the measurement period, but achieves an additional hurdle set by the Compensation Committee (i.e., the Company's three-year average actual OIBDA meets or exceeds the Company's three-year average budgeted OIBDA), then the number of shares to be delivered will equal the average of the target award and the number of shares that would have been delivered under the SMR TSR Schedule. If this additional hurdle is not met, then the number of shares to be awarded will be in accordance with the SMR TSR Schedule.

Payout Under 2007 PSU Awards for Measurement Period 2007-2009. In January 2010, the Compensation Committee reviewed achievement of the performance thresholds for the measurement period that ran from January 1, 2007 through December 31, 2009 with respect to the PSU awards granted in 2007 to Messrs. Redstone, Ianniello, Reynolds, Briskman and Franks and confirmed that, of the established thresholds, the Company's achievement of the 50th percentile TSR in the last year of this measurement period was the applicable threshold to determine the amount of shares of Class B Common Stock to be delivered for the performance period. As a result, the Committee determined to deliver to Messrs. Ianniello, Reynolds, Briskman and Franks the target number of shares for such measurement period (which relates to 50% of each PSU award granted) on the third anniversary date of the award (March 7, 2010), and to Mr. Redstone, on January 28, 2010, in accordance with the terms of his employment agreement which provide that the terms and conditions of his PSUs will be no less favorable than those applicable to the PSUs granted to other senior executives, the target number of shares relating to 50% of his award. For Messrs. Redstone, Ianniello, Reynolds, Briskman and Franks, the remaining 50% of these 2007 PSU awards and all of their 2008 PSU awards remain outstanding and are subject to the terms and conditions set forth in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2009 table.

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Grant Date of Awards—The grant date for annual equity awards is the date on which the Compensation Committee approves awards under the Company's LTMIP or, if so determined by the Committee, a future grant date, unless otherwise specified in employment agreements. The Committee may approve an award that will have a future grant date, with the exercise price of any stock option not to be less than the closing price of a share of the Company's Class B Common Stock on the NYSE on the date of grant. The Company does not set grant dates intentionally to precede the release of material non-public information. Communications regarding individual grant awards, including the terms and conditions, are provided to recipients as soon as administratively feasible. For annual management grants made in 2009 (except with respect to Mr. Redstone's PSU awards and Mr. Moonves' PRSU awards), the Committee set, at its February 24, 2009 meeting, a grant date of February 24, 2009. This grant date was the fourth business day following the date of the Company's public announcement of its earnings report for the fourth quarter and full year 2008. The exercise price of stock options granted during 2009 was the closing price of the Company's Class B Common Stock on (i) February 24, 2009 (i.e., $5.20), with respect to the annual management grants made on that date and with respect to Mr. Moonves' April 2, 2009 grant (the closing price on April 2 was $4.68), and (ii) October 16, 2009 (i.e., $13.09), with respect to Mr. Moonves' stock option grant made on that date. For annual FtF grants made in 2009, the Committee set, at the same meeting, a grant date of April 1, 2009 which is consistent with the historical grant dates (since 2006) of April 1 under the FtF program. Pursuant to their respective employment agreements in effect in 2009, Mr. Redstone's annual PSU grant is awarded on January 1 of each year, and Mr. Moonves' PRSU grant is awarded on October 1 of each year.

Delegation of Authority to Grant Awards—The Compensation Committee has delegated to the President and Chief Executive Officer limited authority, with respect to executives who are not senior executives, to grant long-term incentive awards under the Company's long-term incentive plan to such executives in connection with their hiring, promotion or contract renewal and to modify the terms of outstanding equity grants in certain post-termination scenarios. The Committee delegated this authority in order for the Company to have the ability to (i) act in a timely manner in a competitive environment in connection with the hiring of new executives or the compensating of an existing executive being given a significant increase in responsibility and (ii) maintain flexibility to manage compensation in post-termination scenarios when mutually beneficial to the Company and the executive. The Committee's delegation specifies the circumstances in which the authority can be used; limits the amount that can be awarded to an individual, the total amount that can be awarded in any period, and aggregate incremental expense that can be incurred by the Company resulting from modifications of the terms of outstanding equity grants; and specifies the method for establishing the grant date. The delegation also requires that the President and Chief Executive Officer report to the Committee periodically on his exercise of this delegated authority.

Stock Ownership Guidelines

In order to further align the senior executives' interests with those of the Company's stockholders, the Company has established stock ownership guidelines. The guidelines provide that, within five years, starting in fiscal year 2007 or in the year in which a senior executive becomes subject to the guidelines, these senior executives are expected to acquire and establish holdings in Company stock equal in value to a multiple of their cash base (base salary less mandatory deferrals, if applicable), depending upon their positions as follows:


		Senior Executive				Ownership Guideline Multiple
		CEO				5x cash base
		Other Senior Executives				2x to 3x cash base

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All types of equity holdings, with the exception of stock options, are included in determining ownership. The Compensation Committee monitors compliance with these guidelines by receiving an annual progress report from senior management. During 2009, senior management reported to the Committee that all of the senior executives subject to the guidelines, including the named executive officers, either met or were on track to meet the guidelines. The Committee determined to continue to monitor compliance with the guidelines.

Retirement and Deferred Compensation Plans

The Company provides active, eligible employees, including the named executive officers who are actively employed, with the opportunity to build financial resources for retirement through the Company's broad-based tax-qualified defined benefit and defined contribution plans. In addition, eligible executives, including the named executive officers who have not yet retired, participate in the Company's nonqualified defined benefit and deferred compensation plans. In some instances, participants in these qualified and nonqualified plans may also have frozen benefits in other qualified and nonqualified plans. Information regarding these retirement and deferred compensation plans is set forth in the narrative following each of the Pension Benefits in 2009 table and Nonqualified Deferred Compensation in 2009 table.

All Other Compensation

The Company provides for other compensation to participating employees (including the named executive officers) by providing Company-matching contributions in the CBS 401(k) and 401(k) excess plans, and Company-paid life insurance. Compensation paid to the named executive officers in relation to these programs is included in the "All Other Compensation" column of the Summary Compensation Table for Fiscal Year 2009.

In certain instances, the Company provides executives, including the named executive officers, with additional benefits that the Company believes are reasonable and typical for executives in similar industries and helps the Company to attract and retain these executives. Among these benefits are transportation-related benefits, which the Company believes provide travel flexibility and efficiencies that result in a more productive use of the executive's time, given the demands of his position. In addition, Mr. Moonves is entitled to reimbursement for certain taxes and fees resulting from his obligation to the Company under his employment agreement to provide services in New York and Los Angeles, since the Company has significant operations in both cities. For the same reason, the Company also requires certain East Coast-based senior executives to provide extended services at the Company's West Coast operations, for which the Company provides an expense allowance; executives are reimbursed for taxes on imputed income associated with certain expenses. All additional benefits are also described in footnote 7 to the "All Other Compensation" column of the Summary Compensation Table for Fiscal Year 2009.

Post-Termination Arrangements

Post-termination payments with respect to the named executive officers are set forth in each of their respective employment agreements. None of the Company's employment arrangements with the named executive officers or long-term incentive plans provide for payment solely upon a change-in-control. Each of the named executive officers is entitled to post-termination payments and benefits upon the occurrence of a termination without cause or a resignation for good reason and upon death or disability. The terms of these payments and benefits and the estimated potential payments that would be made to each named executive officer (except for Mr. Reynolds) if his employment terminated for each of these reasons as of the 2009 fiscal year end, and with respect to Mr. Reynolds, the actual payments made to him in connection with his retirement effective as of August 15, 2009, are described under "Potential Payments Upon Termination."

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In assessing post-termination payments and benefits in connection with senior executive employment arrangements, the Compensation Committee considers competitive practice with respect to comparable executives at the identified peer companies. The objective of these payments and benefits is to recruit and retain talent in a competitive market and, as applicable, compensate executives for restrictive covenants and other obligations following a termination without cause or a resignation for good reason.

Compensation Deductibility Policy

In approving compensation, the Compensation Committee takes into account Section 162(m) of the Code, which generally limits to $1 million the federal tax deductibility of compensation (including stock options, PRSUs and PSUs) paid in one year to the named executive officers. Performance-based compensation (including stock options, PRSUs and PSUs) may qualify for an exception to the limit on deductibility, provided that the plan under which such compensation is paid meets certain requirements, including stockholder approval.

The Company intends to comply with Section 162(m) for annual short-term and long-term incentives in order for compensation to be deductible. However, the Compensation Committee has, and may continue to approve, compensation exceeding the $1 million limitation in order to provide appropriate compensation. The named executive officers are eligible to receive annual bonus awards under the Senior Executive STIP, and the senior executives are eligible to receive long-term compensation under the Company's long-term incentive plan. Both of these plans are designed to comply with the Section 162(m) exception for performance-based compensation. The stockholders of the Company have approved the Senior Executive STIP and the Company's long-term incentive plan.

In order for bonus awards made under the Senior Executive STIP to be eligible for deductibility under Section 162(m), the Compensation Committee establishes a performance criterion for the bonus awards, which criterion must not be certain of being achieved at the time it is set.

For 2009, the Section 162(m) performance criterion was the achievement during 2009 of an 80% or greater level of the weighted average performance of (i) the percentage of an OIBDA Metric Target of $2.145 billion actually achieved (75% weighting) and (ii) the percentage of an FCF Metric Target of $702.334 million actually achieved (25% weighting). The "OIBDA Metric Target" is calculated by starting with the Company's budget for 2009 for the OIBDA metric and then taking into account items pre-approved by the Compensation Committee that may otherwise distort the calculation of the performance criterion. The "FCF Metric Target" is calculated by starting with the Company's budget for 2009 for the FCF metric and then taking into account the same items. The items that were taken into account in the calculation of the OIBDA Metric Target and the FCF Metric Target were with respect to restructuring charges, impairment charges, voluntary pension contributions and debt refinancing.

Assuming that the Compensation Committee determines that the performance criterion has been achieved, the terms of the Senior Executive STIP establish a maximum bonus for each named executive officer equal to a multiple of his base salary in effect at the beginning of the year with the amount of the bonus, if any, actually awarded to any named executive officer being subject to the Committee's downward discretion. This framework for establishing a maximum bonus is designed to provide that the awards will be eligible for deductibility up to eight times his base salary under Section 162(m) of the Code.

At its first regular meeting after the 2009 fiscal year end, the Compensation Committee reviewed and discussed the Company's performance versus the 2009 performance criterion. Actual performance with respect to the OIBDA metric was $1.804 billion and with respect to the FCF metric was $825 million. The Committee then certified that the 2009 performance criterion had been achieved, noting that, in particular, such achievement with respect to the FCF Metric Target reflected the solid

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underlying performance of operations within management's control in the face of challenging operating conditions facing the media industry. Therefore, the Committee determined that the named executive officers were eligible for an annual bonus award under the Senior Executive STIP as described above, subject to the Committee's downward discretion.

With respect to the Company's long-term incentive plan, the Compensation Committee also establishes performance goals for PRSUs and PSUs, rendering them eligible for deductibility under Section 162(m), as described in the "Long-Term Incentive Programs—Performance Goals (PRSUs)" section above.

Employment Contracts

All of the named executive officers are, and were during 2009, parties to employment contracts with the Company, as the Committee has considered it to be in the Company's best interest, and as the best means, to secure the employment of each of these executives. The terms and provisions of these contracts are more fully described in the narrative section following the Summary Compensation Table for Fiscal Year 2009 and in "Changes in Named Executive Officers' Employment Arrangements and 2010 Employment Agreements" in this "Compensation Discussion and Analysis."

The Compensation Committee approves all employment arrangements with senior executives. With respect to employees other than senior executives, employment contracts are subject to an approval process coordinated through the Office of the Executive Vice President, Human Resources and Administration.

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COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

The Compensation Committee Charter states that the primary purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors relating to the compensation of the Company's executive officers and other senior executives. Under the Charter, the Compensation Committee's authorities and duties include, among other things:

•: Adopting and periodically reviewing the Company's philosophy, strategy and principles regarding the design and administration of the Company's compensation programs;
•: Reviewing and approving the total compensation packages for the Executive Chairman, the President and Chief Executive Officer, the Company's other executive officers, and other senior executives identified by the Committee after consultation with the Company's Chief Executive Officer and Executive Vice President, Human Resources and Administration, and in certain instances, other persons among the Company's most highly compensated executives (excluding "Talent," as such term is currently used in the media or entertainment industries); and
•: Overseeing the administration of the Company's incentive compensation plans (including the bonus plan for executives subject to Section 162(m) under the Code) and equity-based compensation plans.

The Compensation Committee retains an independent compensation consulting firm to advise the Committee in its review of senior executive compensation. The consultant reports directly to the Compensation Committee.

The full text of the Compensation Committee Charter is available on the Company's website at www.cbscorporation.com. The Compensation Committee assesses the adequacy of its Charter at least every other year, or more frequently as the Committee may determine.

The Compensation Committee of the Board of Directors of CBS Corporation has reviewed and discussed with the Company's management the Compensation Discussion and Analysis ("CD&A") included in this proxy statement. Based on this review and these discussions, the Compensation Committee has recommended to the CBS Corporation Board of Directors that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Company's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 25, 2010.

Members of the Compensation Committee

Charles K. Gifford, Chair
William S. Cohen
Leonard Goldberg
Bruce S. Gordon

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EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2009(1)

The following table sets forth information concerning total compensation for the Company's last three completed fiscal years, unless otherwise indicated, for the executive officers of the Company identified in the table (the "named executive officers").



Name and Principal Position (a)	Year (b)		Salary ($) (c) (2)		Bonus ($) (d) (3)			Stock Awards ($) (e) (4)			Option Awards ($) (f) (5)			Change in Pension Value and NQDC Earnings ($) (g) (6)		All Other Compensation ($) (h) (7)		Total ($) (i)
Sumner M. Redstone		2009		1,003,846		7,500,000			4,329,864			3,336,416			10,417		30,317		16,210,860
Executive		2008		1,003,846		5,500,000			4,633,727			3,872,635			13,453		17,418		15,041,079
Chairman		2007		1,437,500		4,750,000			4,303,306			3,627,430			17,218		72,177		14,207,631
and Founder
Leslie Moonves		2009		3,513,462		15,000,000			7,599,997			14,339,265	(5)		263,359		2,522,792		43,238,875
President and		2008		3,513,462		9,500,000	(5)		7,599,992			0			324,035		229,981		21,167,470
Chief Executive Officer		2007		5,323,367		18,500,000			16,142,701	(4)		27,335,000	(5)		118,189		314,759		67,734,016
Joseph R. Ianniello (8)		2009		1,123,462		2,800,000			465,000			1,206,669			49,889		113,961		5,758,981
Executive Vice		2008		670,962		800,000			610,550			583,174			40,345		27,619		2,732,650
President and Chief Financial Officer
Fredric G. Reynolds (8)		2009		1,090,385		2,200,000			1,050,000			2,724,738			664,525		468,243		8,197,891
Former Executive		2008		1,756,731		3,400,000			1,780,812			1,700,932			158,259		24,534		8,821,268
Vice President and		2007		1,756,731		4,250,000			1,841,933			2,090,806			92,149		24,534		10,056,153
Chief Financial Officer
Louis J. Briskman		2009		1,305,000		1,800,000			899,995			2,335,490			1,064,448		35,365		7,440,298
Executive Vice		2008		1,305,000		1,600,000			2,217,585			1,498,820			637,084		25,886		7,284,375
President and		2007		1,305,000		2,000,000			1,052,533			1,194,746			483,519		24,263		6,060,061
General Counsel
Martin D. Franks (8)		2009		702,692		620,000			362,328			934,196			113,875		72,073		2,805,164
Executive Vice President, Planning, Policy and Government Affairs

(1): The table below is provided to facilitate an understanding of the Compensation Committee's view in 2009 of the 2009 compensation awarded to the named executive officers by the Committee. This table is not required by SEC rules and is not designed to replace the Summary Compensation Table.



Compensation Committee's View of 2009 Compensation Awarded

	Name	Salary ($)		Bonus ($)		Value of Stock Award ($) (a)		Value of Option Award ($) (b)			Other Compensation ($) (c)		Total 2009 Compensation Awarded ($)

	Sumner M. Redstone		1,003,846		7,500,000		4,329,864		3,336,416			30,317		16,200,443
	Leslie Moonves		3,513,462		15,000,000		7,599,997		3,248,400	(d)		138,226		29,500,085
	Joseph R. Ianniello		1,123,462		2,800,000		465,000		1,206,669			24,768		5,619,899
	Fredric G. Reynolds		1,090,385		2,200,000		1,050,000		2,724,738			24,012		7,089,135
	Louis J. Briskman		1,305,000		1,800,000		899,995		2,335,490			24,466		6,364,951
	Martin D. Franks		702,692		620,000		362,328		934,196			52,607		2,671,823

(a): Represents the grant date fair value of the stock awards determined in accordance with FASB ASC Topic 718 (formerly SFAS 123R).

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(b): Represents the grant date fair value of the option awards determined in accordance with FASB ASC Topic 718 (formerly SFAS 123R).
(c): Represents total of Company contributions to 401(k) Plan and 401(k) Excess Plan, Company-paid life insurance, perquisites and other personal benefits. For Mr. Moonves, does not include the reimbursement in 2009 for certain taxes paid with respect to tax year 2007 resulting from his obligation to provide services in New York and California pursuant to his employment agreement. For Mr. Ianniello, does not include the West Coast Expense (as defined in footnote 7(d)), and for Messrs. Ianniello, Briskman and Franks, does not include tax reimbursement on imputed income associated with the West Coast Expense incurred by these executives in connection with the Company's requirement that these named executive officers provide extended services in the Company's West Coast operations. The Committee views these excluded items as business related and not a part of total compensation. For Mr. Reynolds, does not include payments for unused vacation days and consulting fees paid in 2009 following his retirement (see footnote 7).
(d): During 2009, the Compensation Committee determined to grant to Mr. Moonves a one-time grant of 2.4 million stock options. The amount reflects the annualized expected value of this stock option grant over the next four years (the vesting term), in accordance with the Committee's view of the value delivered for 2009. The amount does not include the grant of 867,052 stock options awarded to Mr. Moonves on April 2, 2009 as part of his 2008 bonus.

(2)

Salary includes amounts deferred under qualified and nonqualified arrangements. For 2009, all named executive officers, except for Mr. Redstone, deferred a portion of their salary under qualified and nonqualified deferred compensation arrangements. See the Nonqualified Deferred Compensation in 2009 table for further information on amounts deferred under nonqualified deferred compensation arrangements.

(3)

With respect to all named executive officers, amounts set forth in the "Bonus" column for 2009, 2008 and 2007 reflect cash payments made in early 2010 for fiscal year 2009 performance, early 2009 for fiscal year 2008 performance and early 2008 for fiscal year 2007 performance, respectively. As part of Mr. Moonves' 2008 bonus, the Compensation Committee awarded a stock option grant to Mr. Moonves valued at approximately $1.5 million. (See footnote 5.)

(4)

These amounts reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 (formerly SFAS 123R) of grants of (i) restricted share units, and (ii) performance share units ("PSUs"), as applicable for each executive. For 2009, only Mr. Redstone was granted a PSU award, with respect to which the maximum number of shares to be delivered, assuming attainment of the highest level of performance conditions, would be 1,173,405 shares, with respect to which the maximum grant date value, determined in accordance with FASB ASC Topic 718, would be $12,989,592. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2009, see "RSUs, PSUs and Restricted Shares" in Note 10 to the audited 2009 consolidated financial statements on pages II–67 and II–68 in the Company's Form 10-K for the fiscal year ended December 31, 2009.

As part of Mr. Moonves' 2006 bonus, the Compensation Committee awarded to Mr. Moonves an equity award of 128,328 restricted share units ("RSUs") on January 31, 2007, the value of which was approximately $4,000,000, which is included in column (e), "Stock Awards" for 2007. These RSUs, issued pursuant to the Company's long-term management incentive program ("LTMIP"), vest ratably over three years and are payable in shares of the Company's Class B Common Stock.

(5)

These amounts reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 (formerly SFAS 123R). For a discussion of the assumptions made in calculating the amounts for 2009, see "Stock Options and Equivalents" in Note 10 to the audited 2009 consolidated financial statements on pages II-67 and II-68 in the Company's Form 10-K for the fiscal year ended December 31, 2009.

As part of Mr. Moonves' 2008 bonus, the Compensation Committee awarded to Mr. Moonves an equity award of 867,052 stock options on April 2, 2009, the value of which was approximately $1,500,000, which is included in column (f), "Option Awards" for 2009. These stock options, issued pursuant to the LTMIP, vest ratably over four years, have an eight-year term and are payable in shares of the Company's Class B Common Stock.

In 2007, Mr. Moonves was awarded 5 million stock options in connection with the execution of his then-new employment agreement, the fair market value of which is included in column (f), "Option Awards" for 2007. These stock options, issued pursuant to the LTMIP, were granted with an exercise price of $28.70, vest ratably over four years, have an eight-year term and are payable in shares of the Company's Class B Common Stock.

(6)

Amounts reflect changes in pension value only, as none of the Company's nonqualified deferred compensation plans provide for above-market interest or preferential earnings, except as noted below. For Mr. Redstone, the amounts for 2009, 2008 and 2007 also include the minimum required distributions he received under qualified pension plans. For Mr. Reynolds, the amount for 2009 also includes the distributions he received under qualified and nonqualified pension plans following his retirement. For Mr. Briskman, the amounts for 2009, 2008 and 2007 also include the distributions he received under qualified and nonqualified pension plans pursuant to which he has an accumulated benefit, but is not currently accruing benefits. See "Pension Benefits in 2009" for further information on these plans.

Pursuant to Mr. Redstone's amended employment agreement, effective March 16, 2007, the balance of his deferred salary compensation account was converted to stock option equivalents ("SOEs") of equal value. The Company considers any increase in the intrinsic value of the SOEs (i.e., the extent to which the market price of the stock underlying an SOE is above its exercise price at a given point in time) as preferential, since other executives and employees do not have the ability to invest their deferred salary in SOEs. There was no increase in the intrinsic value of the SOEs between December 31, 2008 and December 31, 2009, as the market price of the stock underlying each SOE, as of December 31, 2009, remained below its exercise price ($30.21). See "Employment Agreements—Sumner M. Redstone" for further information on the SOEs. Information about each nonqualified deferred compensation plan is included in the "Description of Nonqualified Deferred Compensation" section.

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(7): The following table describes each component of the "All Other Compensation" column for 2009:

											PERQUISITES AND OTHER PERSONAL BENEFITS

Named Executive Officer	Company Contri- bution to 401(k) Plan ($)		Company Contri- bution to 401(k) Excess Plan ($)		Company- Paid Life Insurance ($) (a)		Tax Reim- bursement ($) (b)		Other Compen- sation ($) (c)		Extended Services on West Coast ($) (d)		Transportation- Related Benefits ($) (e)		Automobile Insurance ($)		Total ($)
Sumner M. Redstone		—		—		3,780		—		—		—		26,537		—		30,317
Leslie Moonves		3,300		19,200		60,000		2,384,566		—		—		54,577		1,149		2,522,792
Joseph R. Ianniello		7,350		15,150		2,268		48,211		—		42,042		—		—		113,961
Fredric G. Reynolds		3,300		19,200		1,512		—		444,231		—		—		—		468,243
Louis J. Briskman		7,350		15,150		1,966		10,449		—		0		—		—		35,365
Martin D. Franks		3,300		17,700		31,607		20,006		—		0		—		—		72,073

(a): Represents premiums paid in 2009 by the Company for life insurance coverage. Pursuant to his employment agreement, Mr. Moonves is covered by an individual life insurance policy, which he owns. Mr. Franks participates in a separate life insurance plan referred to as the Senior Executive Life Insurance Plan ("SELIP"), which was established for senior executives in 1989 and is no longer open to new participants. The purpose of the plan was to provide life insurance equal to five times base salary and an opportunity to accumulate a cash value. Only premiums are paid annually by the Company, and participants pay tax on the premiums. Upon termination of employment, the Company ceases the premium payments, and participants have the option to continue the plan at their own cost. The payments above, although made in 2009, include premiums for both 2008 and 2009. The annual premium payment is $17,493.
(b): As provided for in his prior 2007 and successor 2010 employment agreements, Mr. Moonves renders his services from the Company's offices in Los Angeles, where he maintains his principal residence, and in New York City. Pursuant to the prior and successor agreements, the Company provides for a tax neutralization payment with respect to any incremental New York state and local taxes and fees, an amount that places Mr. Moonves in the same after-tax economic position that he would have been in had he not incurred such incremental New York state and local taxes and fees resulting from the time he is required to provide services for the Company in the State of New York or New York City, with such amount reviewed and validated by the Compensation Committee. The amount in the table above includes such reimbursement paid in 2009 with respect to the payment of certain taxes for tax year 2007. For Messrs. Ianniello, Briskman and Franks, amounts include tax reimbursement on imputed income associated with the West Coast Expense (defined below).
(c): In connection with Mr. Reynolds' retirement as of August 15, 2009, he received $144,231 for unused vacation days, in accordance with the Company's policies applicable to all full-time employees. Following his retirement, the Company entered into a consulting agreement, effective as of August 18, 2009, with Mr. Reynolds, pursuant to which he agreed to provide short-term consulting services to the Company following his retirement. The amount shown in this column also includes the $300,000 in consulting fees paid in 2009. The consulting agreement terminated effective February 28, 2010.
(d): The Company requires that certain East Coast-based senior executives provide extended services at the Company's West Coast operations, for which the Company provides an estimated expense allowance. The amounts shown in this column represent certain other costs and expenses incurred in connection with providing these services ("West Coast Expense").
(e): The amounts of perquisites and other personal benefits shown in this column include (i) the incremental cost to the Company of the personal use of the Company aircraft and (ii) the percentage of personal use of a car and driver provided for business-related security reasons. The incremental cost to the Company of the personal use of the Company aircraft is calculated by dividing the total variable costs (including fuel, maintenance, landing and navigation fees, catering, flight crew trip expenses, telecommunications, supplies and miscellaneous expenses) by the total flight hours for such year and multiplying such amount by the executive's total number of flight hours for his personal use for the year (including personal use flight segments with crew only). Fixed costs which do not change based on usage, such as pilot salaries, hangar rental and insurance are excluded. To the extent that Mr. Redstone uses the corporate aircraft of Viacom for personal use, the Company reimburses Viacom 50% of a previously agreed upon per flight hourly amount, and to the extent that Mr. Redstone uses the corporate aircraft of the Company for personal use, Viacom reimburses the Company 50% of a previously agreed upon per flight hourly amount. For 2009, the amount included with respect to Mr. Redstone's personal use of corporate aircraft reflects amounts reimbursed to Viacom.

From time to time, tickets to sporting and other entertainment events are provided to certain employees, including the named executive officers, without charge, to attend these events as they relate to a business purpose. Tickets are made available to employees, including the named executive officers, for personal use if the tickets are not otherwise needed for business use. The Company does not incur incremental costs with respect to tickets to sporting and other entertainment events, as the tickets were purchased by the Company for business purposes and are made available if the tickets are not utilized for such purposes.

(8): Mr. Ianniello first became a named executive officer of the Company for fiscal year 2008; therefore, only information for fiscal years 2008 and 2009 is provided for him. Mr. Reynolds retired as of August 15, 2009. Mr. Franks first became a named executive officer of the Company for fiscal year 2009; therefore, only fiscal year 2009 information is provided for him.

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Employment Agreements

All of the named executive officers have employment agreements that set forth the terms and conditions of their employment with the Company. The material terms of each of these agreements necessary to an understanding of the information provided in the Summary Compensation Table for Fiscal Year 2009 and the Grants of Plan-Based Awards During 2009 table is provided below. See "Potential Payments Upon Termination" for a description of the payments and benefits that would be provided to the named executive officers in connection with a termination of their employment.

Sumner M. Redstone

Effective March 13, 2007, the Company entered into an amendment to Mr. Redstone's December 2005 employment agreement, pursuant to which he serves as Executive Chairman and Founder of CBS Corporation, with a pay package structured at that time to reduce fixed compensation, strengthen the pay-for-performance linkage and shift the pay towards equity. Under the amended agreement, Mr. Redstone received through February 2010 a salary of $1 million per annum, and his target bonus is $3.5 million. His salary and target bonus are subject to review on at least an annual basis and may be increased at the discretion of the Compensation Committee. The Committee determined to increase Mr. Redstone's base salary, effective March 1, 2010, to $1.75 million per annum. Mr. Redstone is provided with $2.5 million of life insurance during his employment with the Company.

Pursuant to the amended agreement, Mr. Redstone received in 2007, 2008 and 2009, and will continue to receive through 2011, an annual award of stock options for shares of the Company's Class B Common Stock having a value of $3 million. Mr. Redstone's annual stock option award for 2009 was granted on February 24, 2009. Mr. Redstone also received in 2007, 2008 and 2009, and will continue to receive through 2011, an annual award of PSUs under the LTMIP, with a target value of $3 million. Payouts under the PSUs range from zero to a maximum of 300% of the target number of shares of the Company's Class B Common Stock for the award.

In addition to the above, effective as of March 16, 2007 (the "Exchange Date"), the approximate $10 million balance of Mr. Redstone's vested deferred compensation account was converted into appreciation rights ("Stock Option Equivalents") with the same fair value on the conversion date. The Stock Option Equivalents have an exercise price equal to the closing price of a share of the Company's Class B Common Stock on the Exchange Date ($30.21), vest in 25% installments on each of the first four anniversaries of the Exchange Date and have a term of eight years from the Exchange Date. Accordingly, Mr. Redstone will only realize value on such deferred amount to the extent the price of a share of the Company's Class B Common Stock is higher, at the time the Stock Option Equivalents are exercised, than the exercise price.

Leslie Moonves

On February 23, 2010, the Company entered into a new employment agreement with Mr. Moonves, which agreement supercedes his employment agreement dated October 15, 2007, and extends the term of his employment to February 22, 2015. Mr. Moonves' new employment agreement is filed as Exhibit 10(q) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Mr. Moonves' prior employment agreement, dated October 15, 2007, commenced on October 1, 2007 and was scheduled to end on September 30, 2011, subject to earlier termination in accordance with the terms of his agreement.

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Under the 2007 employment agreement, Mr. Moonves received an annual salary of $3.5 million, subject to annual review and increase at the discretion of the Compensation Committee. Beginning with January 1, 2008, Mr. Moonves' target bonus for each whole calendar year was 300% of his salary, also subject to annual review and increase at the discretion of the Compensation Committee. For 2009, Mr. Moonves waived his right for consideration of any increase in salary and bonus.

Under the terms of the 2007 employment agreement, Mr. Moonves received on October 15, 2007, October 1, 2008 and October 1, 2009 performance-based RSUs with a value of $7.6 million. Each RSU corresponds to one share of the Company's Class B Common Stock, with the number of RSUs to be determined by dividing $7.6 million by the closing price of one share of the Company's Class B Common Stock on the grant date. Each RSU grant was subject to a performance goal established by the Compensation Committee based on the Company's budgeted free cash flow for the calendar year following the calendar year during which the RSUs were granted, and vests and settles following the Compensation Committee's certification that the performance goal was achieved.

The 2007 employment agreement also contained restrictive covenants imposing non-competition obligations, restricting solicitation of employees, and protecting confidential information and the Company's ownership of work product, as well as other covenants, during Mr. Moonves' employment and for specified periods after the termination of employment.

Pursuant to the 2007 employment agreement, Mr. Moonves reported to the Board and to Mr. Redstone, and Mr. Moonves was nominated annually for election to the Board and agreed to serve as a member of the Board for each period for which he was so elected. Under the 2007 employment agreement, Mr. Moonves performed services in New York as well as in Los Angeles. Accordingly, the Company provides Mr. Moonves with a tax neutralization payment with respect to any net incremental New York state and local taxes and fees he incurs as a result of his providing services in New York, with such amount to be reviewed and validated by the Compensation Committee. In addition, he was provided with $8 million of life insurance during the employment term.

Joseph R. Ianniello

Effective as of July 20, 2009, Mr. Ianniello entered into a new employment agreement with the Company which provides that he will serve as the Executive Vice President and Chief Financial Officer of CBS Corporation through July 19, 2013. The new agreement provides for an annual salary of $1.5 million, which is subject to annual review and increase at the discretion of the Compensation Committee, and an annual target bonus equal to 200% of his annual salary as in effect on November 1st of such year. Mr. Ianniello is also eligible to receive annual grants of long-term compensation, as determined by the Company's Compensation Committee, based on a target value of $3 million, commencing in 2010.

Mr. Ianniello's employment agreement contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting the Company's confidential information and its ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Fredric G. Reynolds

On August 15, 2005, the Company entered into an employment agreement with Mr. Reynolds for a four-year term, pursuant to which Mr. Reynolds served as the Executive Vice President and Chief Financial Officer of CBS Corporation, at a salary of $1.5 million per annum plus deferred compensation at a rate of $250,000 per annum. Mr. Reynolds' annual target bonus was 100% of his salary and deferred compensation. Mr. Reynolds was eligible to receive annual grants of long-term

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compensation, as determined by the Company's Compensation Committee, based on a target value of $3.5 million. Mr. Reynolds' employment agreement provided that the vesting of any RSUs awarded as part of his annual grants of long-term compensation was subject to the achievement of a performance goal. This performance goal was the same performance goal established each year for the Senior Executive STIP for the performance period in which such grant of RSUs was awarded.

Mr. Reynolds' agreement contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and the Company's ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

On July 20, 2009, Mr. Reynolds stepped down from his role as the Executive Vice President and Chief Financial Officer and retired from the Company effective as of August 15, 2009. Mr. Reynolds entered into a consulting agreement with the Company, effective as of August 18, 2009, pursuant to which Mr. Reynolds agreed to perform specified short-term consulting services to the Company. This consulting agreement terminated effective February 28, 2010. The agreement provided for a consulting fee of $100,000 for each 30-day period during the first 90 days, and then a $60,000 consulting fee for each 30-day period thereafter, as well as business expense reimbursement. The consulting agreement also contained restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting confidential information and the Company's ownership of work product and requiring cooperation in litigation, as well as other covenants, during the consulting period and for specified periods after the termination of the consulting relationship.

Louis J. Briskman

On September 16, 2008, the Company entered into a new employment agreement with Mr. Briskman, effective September 7, 2008 through September 30, 2011, which provides for his continued employment as the Executive Vice President and General Counsel of CBS Corporation. The agreement provides for an annual salary of $1,300,000, which may be reviewed and increased at the discretion of the Compensation Committee. Mr. Briskman's annual target bonus is 115% of his salary as in effect on November 1st of such year. Mr. Briskman is eligible to receive annual grants of long-term compensation, as determined by the Company's Compensation Committee, based on a target value of $3 million, commencing in 2009.

Under the terms of the agreement, Mr. Briskman received on September 23, 2008 an award of stock options to purchase a number of shares of the Company's Class B Common Stock, with an exercise price equal to the closing price of the Company's Class B Common Stock on the NYSE on the grant date ($14.85), having a grant date value of $500,000. Mr. Briskman also received on September 23, 2008 performance-based RSUs with a value of $1.2 million, each of which corresponds to one share of the Company's Class B Common Stock. The number of RSUs was determined by dividing $1.2 million by the closing price of one share of the Company's Class B Common Stock on the grant date ($14.85).

Mr. Briskman's employment agreement contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting the Company's confidential information and its ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment. The employment agreement provides that Mr. Briskman will continue to receive supplemental pension payments pursuant to an agreement dated March 2, 1999, as amended on May 3, 2000, with the former CBS Corporation. See the footnotes and narrative accompanying the Pension Benefits in 2009 tables for information on his supplemental pension payments.

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Martin D. Franks

The Company entered into a new employment agreement with Mr. Franks, effective September 1, 2007 through August 31, 2010, which provides for his continued employment as the Executive Vice President, Planning, Policy and Government Affairs of CBS Corporation. The agreement provides for an annual salary of $700,000, which may be reviewed and increased at the discretion of the Compensation Committee. Mr. Franks' annual target bonus is 70% of his salary as in effect on November 1st of such year, which also may be reviewed and increased at the discretion of the Compensation Committee. Mr. Franks is also eligible to receive annual grants of long-term compensation, as determined by the Company's Compensation Committee, based on a target value of $1.2 million, commencing in 2008.

Mr. Franks' employment agreement contains restrictive covenants imposing non-competition obligations, restricting solicitation of employees, protecting the Company's confidential information and its ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment.

Section 409A Amendments

The employment agreements for Messrs. Redstone, Moonves, Reynolds, Briskman and Franks were each amended at the end of 2008 for compliance with the requirements of Section 409A of the Internal Revenue Code. The amendments did not add new benefits or compensation.

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Grants of Plan-Based Awards During 2009

The following table sets forth information concerning grants of equity awards under the LTMIP to the named executive officers in fiscal year 2009. Awards consisted of RSUs, PSUs, and nonqualified stock options.



					Estimated Possible Payouts Under Equity Incentive Plan Awards
Name (a)	Grant Date (b)		Committee Action Date (c) (1)		Threshold (#) (d)		Target (#) (e)			Maximum (#) (f)		All Other Stock Awards: Number of Shares of Stock or Units (#) (g)		All Other Option Awards: Number of Securities Underlying Options (#) (h)		Exercise or Base Price of Option Awards ($/Sh) (i) (2)		Grant Date Fair Value of Stock and Option Awards ($) (j) (3)
Sumner M. Redstone		1/1/2009		2/22/2007		97,783		391,135	(4)		1,173,405		—		—		—		4,329,864

		2/24/2009		2/24/2009		—		—			—		—		1,734,104		5.20		3,336,416
Leslie Moonves		4/2/2009		4/2/2009		—		—			—		—		867,052		5.20		1,345,665

		10/1/2009		10/12/2007		—		656,871	(5)		—		—		—		—		7,599,997

		10/16/2009		10/16/2009		—		—			—		—		2,400,000		13.09		12,993,600
Joseph R. Ianniello (6)		2/24/2009		2/24/2009		—		89,423	(7)		—		—		—		—		465,000

		2/24/2009		2/24/2009		—		—			—		—		627,167		5.20		1,206,669
Fredric G. Reynolds (6)		2/24/2009		2/24/2009		—		201,923	(7)		—		—		—		—		1,050,000

		2/24/2009		2/24/2009		—		—			—		—		1,416,184		5.20		2,724,738
Louis J. Briskman (6)		2/24/2009		2/24/2009		—		173,076	(7)		—		—		—		—		899,996

		2/24/2009		2/24/2009		—		—			—		—		1,213,872		5.20		2,335,490
Martin D. Franks (6)		2/24/2009		2/24/2009		—		69,230	(7)		—		—		—		—		359,996

		2/24/2009		2/24/2009		—		—			—		—		485,549		5.20		934,196

		4/1/2009		2/24/2009		—		—			—		601		—		—		2,332

(1): With respect to Mr. Redstone's January 1, 2009 grant and Mr. Moonves' October 1, 2009 grant, the "Committee Action Date" refers to the date on which the Compensation Committee approved the terms of the employment agreements that provide for the grants. With respect to Mr. Franks' April 1, 2009 grant, the "Committee Action Date" refers to the date on which the Compensation Committee approved the grant under the Company's Fund-the-Future Program ("FtF").
(2): The exercise price of the options is the closing price of the Company's Class B Common Stock on the date of grant, with the exception of Mr. Moonves' April 2, 2009 grant, with respect to which the Compensation Committee determined to provide for the same exercise price as the annual awards granted to other members of management on February 24, 2009 under the LTMIP. The closing price of the Company's Class B Common Stock on April 2, 2009 was $4.68.
(3): Amounts reflect the fair value on the date of grant, calculated in accordance with FASB ASC Topic 718 (formerly SFAS 123R), of RSUs, PSUs and stock option awards reported in the table.
(4): The amount for Mr. Redstone reflects the target number of PSUs granted to Mr. Redstone with respect to the three-year performance period on December 31, 2011, subject to the satisfaction of performance conditions. For a description of the performance conditions, see "Compensation Discussion and Analysis—Long-Term Management Incentive Program—Performance Goals—PSUs."
(5): The amount reflects the performance-based RSUs granted to Mr. Moonves, subject to the satisfaction of a performance condition, which RSUs vest in the manner described in "Employment Agreements—Leslie Moonves."
(6): With respect to Messrs. Ianniello, Reynolds, Briskman and Franks, annual grants under the LTMIP for 2009 were delivered in the form of a combination of stock options and performance-based RSUs, with all grants made on February 24, 2009. In addition, Mr. Franks received an RSU grant under the FtF.
(7): The amounts reflect the performance-based RSUs granted to Messrs. Ianniello, Reynolds, Briskman and Franks subject to the satisfaction of a performance condition. If the performance condition is satisfied, the RSUs vest ratably over four years beginning on the first anniversary of the grant date.

Description of Plan-Based Awards

Equity awards reported in the Grants of Plan-Based Awards During 2009 table were granted to the named executive officers under the LTMIP.

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RSUs—For the awards granted under the LTMIP, the number of RSUs awarded is determined by dividing the value to be delivered by the closing price of a share of the Company's Class B Common Stock on the NYSE on the date of grant. Except for FtF grants (which vest over three years) and Mr. Moonves' annual RSU grant (which vests in the manner described in "Employment Agreements—Leslie Moonves"), vesting for RSUs occurs in equal annual installments over four years, contingent on continued employment and satisfaction of a performance goal.

Fund-the-Future Program ("FtF")—Generally, the number of RSUs awarded under the FtF equals the quotient derived by dividing (i) 2.5% of an individual's eligible compensation (benefits base rate of pay in effect on the grant date limited to a maximum of $550,000) by (ii) the closing price of a share of the Company's Class B Common Stock on the NYSE on the grant date, rounded up or down to the nearest whole number. The RSUs vest ratably over three years from the grant date. For 2009, the Compensation Committee determined to award a number of RSUs to all participants in the FtF, including Mr. Franks, based on the number of RSUs awarded in the prior year under the same program.

Stock Options—The number of stock options awarded is determined using a Black-Scholes valuation methodology (as determined by the Compensation Committee's independent consultant). For those awards granted as a value, the number of shares underlying awards is determined using the closing price of the Company's Class B Common Stock on the date of grant. Stock options have an exercise price not less than the closing price of a share of the Company's Class B Common Stock on the NYSE on the grant date and generally have an eight-year term. Vesting for stock options generally occurs in equal annual installments over four years, contingent on continued employment.

PSUs—PSUs are notional units of measurement and represent the right to receive a number of shares of the Company's Class B Common Stock determined on the basis of the total stockholder return ("TSR") of the Company's Class B Common Stock relative to the TSR of the common stock of companies comprising the Standard & Poor's 500 Composite Index (with limited exceptions) (the "reference group") over a defined measurement period and, under certain circumstances, determined on the basis of achievement of a pre-determined performance threshold (see "Compensation Discussion and Analysis—Long-Term Management Incentive Program—Performance Goals—PSUs" for a description of this threshold). For 2009, only Mr. Redstone received PSUs, in accordance with the terms of his employment agreement, which provides for an annual $3 million PSU grant on each January 1. The target shares for the PSU grant were determined on the basis of the average closing price of a share for the Company's Class B Common Stock on the NYSE for the 10 trading days prior to the date of grant. Payout under the PSUs range from zero to a maximum of 300% of the target number of shares of the Company's Class B Common Stock for the award. The PSU grant is subject to a three-year measurement period running from January 1, 2009 through December 31, 2011. The number of shares to be delivered under the 2009 PSU grant is determined in the manner described under "Compensation Discussion and Analysis—Long-Term Management Incentive Program—Performance Goals—PSUs."

For other terms of these awards relating to performance goals and grant dates, see "Compensation Discussion and Analysis—Long-Term Management Incentive Program—Performance Goals" and "—Grant Date of Awards."

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Outstanding Equity Awards at Fiscal Year-End 2009

The following table sets forth for each named executive officer information concerning the outstanding equity awards at December 31, 2009, which included unexercised and vested stock options, unexercised and unvested stock options, unvested RSUs, and unearned and unvested RSUs and PSUs. The market values in this table were calculated using the closing price of a share of the Company's Class B Common Stock on December 31, 2009, which was $14.05.



			Option Awards										Stock Awards
Name (a)	Grant Date (1)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units That Have Not Vested ($) (h)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Sumner M. Redstone		3/16/2007		310,302		310,302		—		30.21		3/16/2015		—		—		—		—

		2/28/2008		175,233		525,701		—		23.96		2/28/2016		—		—		—		—

		9/22/2008		111,250		333,750		—		15.39		9/22/2016		—		—		—		—

		2/24/2009		0		1,734,104		—		5.20		2/24/2017		—		—		—		—

		1/1/2007		—		—		—		—		—		—		—		94,967		1,334,286

		1/1/2008		—		—		—		—		—		—		—		113,029		1,588,057

		1/1/2009		—		—		—		—		—		—		—		391,135		5,495,447
Leslie Moonves		10/19/2007		2,500,000		2,500,000		—		28.70		10/19/2015		—		—		—		—

		4/2/2009		0		867,052		—		5.20		2/24/2017		—		—		—		—

		10/16/2009		0		2,400,000		—		13.09		10/16/2017		—		—		—		—

		1/31/2007		—		—		—		—		—		42,776	$	601,003		—		—

		10/1/2008		—		—		—		—		—		—		—		526,680		7,399,854

		10/1/2009		—		—		—		—		—		—		—		656,871		9,229,038
Joseph R. Ianniello		5/25/2006		42,165		14,056		—		26.30		5/25/2014		—		—		—		—

		9/6/2006		6,370		2,124		—		28.30		9/6/2014		—		—		—		—

		3/6/2007		50,505		50,505		—		30.94		3/6/2015		—		—		—		—

		2/28/2008		35,046		105,140		—		23.96		2/28/2016		—		—		—		—

		2/24/2009		0		627,167		—		5.20		2/24/2017		—		—		—		—

		5/25/2006		—		—		—		—		—		3,565		50,088		—		—

		9/6/2006		—		—		—		—		—		442		6,210		—		—

		3/6/2007		—		—		—		—		—		1,616		22,705		—		—

		3/6/2007		—		—		—		—		—		—		—		6,464		90,819

		2/28/2008		—		—		—		—		—		8,765		123,148		—		—

		2/28/2008		—		—		—		—		—		—		—		10,016		140,725

		2/24/2009		—		—		—		—		—		—		—		89,423		1,256,393
Fredric G. Reynolds (2)		5/25/2006		262,368		—		—		26.30		5/25/2014		—		—		—		—

		3/6/2007		353,535		—		—		30.94		3/6/2015		—		—		—		—

		2/28/2008		408,878		—		—		23.96		2/28/2016		—		—		—		—

		2/24/2009		1,416,184		—		—		5.20		2/24/2017		—		—		—		—

		3/6/2007		—		—		—		—		—		—		—		22,624		317,867

		2/28/2008		—		—		—		—		—