CBS Corporation (“ CBS ”), having an address at 51 West 52 ^nd Street, New York, New York 10019, agrees to employ you and you agree to accept such employment upon the following terms and conditions:

1.           Term . The term of your employment under this agreement (the “ Agreement ”) shall commence on July 20, 2009 (the “ Effective Date ”) and, unless earlier terminated under this Agreement, shall expire on July 20, 2013 (the “ Expiration Date ”). The period from the Effective Date through the Expiration Date is referred to herein as the “ Term ” notwithstanding any earlier termination of your employment for any reason.

2.               Duties . You will serve as the Executive Vice President and Chief Financial Officer, and you agree to perform all duties reasonable and consistent with that office as the President and Chief Executive Officer of CBS (the “ CEO ”) may assign to you from time to time. You agree to devote your entire business time, attention and energies to the business of CBS. Your principal place of employment will be CBS’s executive offices in the New York metropolitan area; provided , however , that you will be required to render services in the Los Angeles metropolitan area and elsewhere upon request for business reasons.

(a)           Salary. For all the services rendered by you in any capacity under this Agreement, CBS agrees to pay you base salary (“ Salary ”) at the rate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum, less applicable deductions and withholding taxes, in accordance with CBS’s payroll practices as they may exist from time to time. Your Salary shall be reviewed annually and may be increased, but not decreased. Any increase shall be made at a time, and in an amount, that CBS shall

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determine in its discretion.

(b)           Bonus Compensation . You also shall be eligible to receive annual bonus compensation (“ Bonus ”) during your employment with CBS under this Agreement, determined and payable as follows:

(i)           Your Bonus for each calendar year during your employment with CBS under this Agreement will be determined in accordance with the guidelines of the CBS short-term incentive program (the “ STIP ”), as such guidelines may be amended from time to time without notice in the discretion of CBS.

(ii)          Your target bonus (“ Target Bonus ”) for each calendar year during your employment with CBS under this Agreement shall be 200% of your Salary in effect on November 1 ^st of the calendar year.

(iii)       Your Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year

(iv)         If, prior to the last day of a calendar year, your employment with CBS terminates, you may be entitled to payment of a prorated bonus based on then current CBS policy, as in effect from time to time, payable in accordance with paragraph 3(b)(iii).

(c)           Long-Term Incentive Compensation. You shall be eligible to receive annual grants of long-term incentive compensation under the CBS Corporation 2009 Long-Term Incentive Plan (or any successor plan thereto) (the “ LTIP ”), as may be amended from time to time without notice in the discretion of CBS. You shall have a target long-term incentive value equal to Three Million Dollars ($3,000,000). The precise amount, form and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Compensation Committee of the CBS Board of Directors (the “ Committee ”).

4.             Benefits . You shall be eligible to participate in all CBS vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other benefit plans and programs applicable generally to other senior executives of CBS and its subsidiaries, in accordance with the terms of the plans, as may be amended from time to time. This provision shall not be construed to either require CBS to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement.

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5.           Business Expenses . During your employment under this Agreement, CBS shall reimburse you for such reasonable travel and other expenses incurred in the performance of your duties as are customarily reimbursed to CBS executives at comparable levels. Such travel and other expenses shall be reimbursed by CBS as soon as practicable in accordance with CBS’s established guidelines, as may be amended from time to time, but in no event later than December 31 ^st of the calendar year following the calendar year in which you incur the related expenses.

(a)           Non-Competition . You agree that your employment with CBS is on an exclusive basis and that, while you are employed by CBS or any of its subsidiaries, you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) under this Agreement. You further agree that, during the Non-Compete Period (as defined below), you shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business of CBS, or any of its subsidiaries, without the written consent of CBS; provided , however , that this provision shall not prevent you from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during your employment with CBS and shall continue following the termination of your employment for any reason, including by expiration of this Agreement for the greater of: (i) twelve (12) months; or (ii) for so long as any payments are due to you pursuant to paragraph 7(b) or 7(c) of this Agreement, subject to CBS’s acceptance of your written request pursuant to paragraph 6(j) of this Agreement, if any.

(b)           Confidential Information . You agree that, during the Term and at any time thereafter, (i) you shall not use for any purpose other than the duly authorized business of CBS, or disclose to any third party, any information relating to CBS, or any of CBS’s affiliated companies which is non-public, confidential or proprietary to CBS or any of CBS’s affiliated companies (“ Confidential Information ”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of your duties under this Agreement consistent with CBS’s policies); and (ii) you will comply with any and all confidentiality obligations of CBS to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which ( x ) is or becomes generally available to the public other than as a result of a disclosure by you or at your direction or by any other person who directly or indirectly receives such information from you, or ( y ) is or becomes available to you on a non-confidential basis from a source which is entitled to

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disclose it to you. For purposes of this paragraph 6(b), the term “third party” shall be defined to mean (x) with respect to the Confidential Information of CBS and its subsidiaries , any person other than CBS and its subsidiaries or any of their respective directors and senior officers, and (y) with respect to the Confidential Information of CBS’s affiliated companies which are not subsidiaries of CBS, any person other than CBS, CBS’s affiliated companies or any of their respective directors and senior officers.

(c)           No Solicitation, Etc . You agree that, while employed by CBS and for the greater of twelve (12) months thereafter or for so long as payments are due to you pursuant to paragraph 7(b) or 7(c) of this Agreement, you shall not, directly or indirectly:

(i)          employ or solicit the employment of any person who is then or has been within twelve (12) months prior thereto, an employee of CBS or any of CBS’s affiliated companies; or

(ii)          do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of CBS or any of CBS’s affiliated companies with any customer, employee, consultant or supplier.

(d)           CBS Ownership . The results and proceeds of your services under this Agreement, including, without limitation, any works of authorship resulting from your services during your employment with CBS and/or any of CBS’s affiliated companies and any works in progress resulting from such services, shall be works-made-for-hire and CBS shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner CBS determines, in its discretion, without any further payment to you. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to CBS under the preceding sentence, then you hereby irrevocably assign and agree to assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, whether now known or hereafter defined or discovered, and CBS shall have the right to use the work in perpetuity throughout the universe in any manner CBS determines, in its discretion, without any further payment to you. You shall, as may be requested by CBS from time to time, do any and all things which CBS may deem useful or desirable to establish or document CBS’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if you are unavailable or unwilling to execute such documents, you hereby irrevocably designate the Executive Vice President, General Counsel, CBS

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Corporation or his designee as your attorney-in-fact with the power to execute such documents on your behalf. To the extent you have any rights in the results and proceeds of your services under this Agreement that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. This paragraph 6(d) is subject to, and does not limit, restrict, or constitute a waiver by CBS of any ownership rights to which CBS may be entitled by operation of law by virtue of being your employer.

(i)           You agree that during the Term and for twelve (12) months thereafter or, if later, during the pendency of any litigation or other proceeding, ( x ) you shall not communicate with anyone (other than your own attorneys and tax advisors), except to the extent necessary in the performance of your duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving CBS, or any of CBS’s affiliated companies, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to CBS or its counsel; and ( y ) in the event that any other party attempts to obtain information or documents from you with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, you shall promptly notify CBS’s counsel before providing any information or documents.

(ii)          You agree to cooperate with CBS and its attorneys, both during and after the termination of your employment, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved or had knowledge of prior to the termination of your employment. Your cooperation shall include, without limitation, providing assistance to CBS’s counsel, experts or consultants, providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to your attendance at such proceedings. In the event that your cooperation is requested after the termination of your employment, CBS will ( x ) seek to minimize interruptions to your schedule to the extent consistent with its interests in the matter; and ( y ) reimburse you for all reasonable and appropriate out-of-pocket expenses actually incurred by you in connection with such cooperation within 60 calendar days following the date on which CBS receives appropriate documentation with respect to such expenses, but in no event later than December 31 of the calendar year following the calendar year in which you incur the related expenses.

(iii)        You agree that during the Term and at any time thereafter, to the fullest extent permitted by law, you will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves CBS, or any of CBS’s affiliated companies, or which may create the impression that such

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testimony is endors