Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 9, 2009, the stockholders of CBS Corporation (the "Company"), acting at the Company's Annual Meeting of Stockholder's (the "Annual Meeting"), approved: (i) the CBS Corporation 2009 Long-Term Incentive Plan (the "2009 LTIP"); (ii) amendments to the Company's 2000 Stock Option Plan for Outside Directors (as amended and restated through June 9, 2009, the "2000 Stock Option Plan for Outside Directors"); and (iii) amendments to the Company's 2005 RSU Plan for Outside Directors (as amended and restated through June 9, 2009, the "2005 RSU Plan for Outside Directors"). The terms of each of the 2009 LTIP, the 2000 Stock Option Plan for Outside Directors and the 2005 RSU Plan for Outside Directors are set forth in the proxy statement dated April 24, 2009 for the Annual Meeting, filed by the Company with the Securities and Exchange Commission on April 24, 2009, as amended on April 27, 2009 (collectively, the "Proxy Statement"). The description of the 2009 LTIP in the section of the Proxy Statement titled "Item 3-Proposal to Approve the CBS Corporation 2009 Long-Term Incentive Plan," the description of the 2000 Stock Option Plan for Outside Directors in the section of the Proxy Statement titled "Item 4-Proposal to Approve Amended and Restated CBS Corporation 2000 Stock Option Plan for Outside Directors" and the description of the 2005 RSU Plan for Outside Directors in the section of the Proxy Statement titled "Item 5-Proposal to Approve Amended and Restated CBS Corporation 2005 RSU Plan for Outside Directors" are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description of Exhibit 10.1 CBS Corporation 2009 Long-Term Incentive Plan incorporated herein by reference to Annex A of the Company's Proxy Statement dated April 24, 2009 10.2 CBS Corporation 2000 Stock Option Plan for Outside Directors, as amended and restated through June 9, 2009, incorporated herein by reference to Annex B of the Company's Proxy Statement dated April 24, 2009 10.3 CBS Corporation 2005 RSU Plan for Outside Directors, as amended and restated through June 9, 2009, incorporated herein by reference to Annex C of the Company's Proxy Statement dated April 24, 2009

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