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

(b) On July 27, 2009, Susan C. Gordon advised CBS Corporation (the "Company") that she is stepping down from her position as Senior Vice President, Controller and Chief Accounting Officer of the Company, effective August 15, 2009. Ms. Gordon will continue with the Company in a senior advisory role. Until such time as the Board of Directors elects Ms. Gordon's successor, Joseph R. Ianniello, the Company's Executive Vice President and Chief Financial Officer, will serve the role as the Company's chief accounting officer.

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