CBS BONUS DEFERRAL PLAN FOR DESIGNATED SENIOR EXECUTIVES

account is transferred to the Plan shall remain in full force and effect under the CBS Bonus Deferral Plan.

1.4                                  Purpose .  The purpose of this Plan is to provide a means by which a select group of Eligible Employees may, in certain circumstances, elect to defer receipt of a portion of their cash bonuses paid under the CBS Corporation Short Term Incentive Plan and any other comparable annual cash bonus plan sponsored by any Employer.

Section 2.  Definitions.  The following words and phrases as used in this Plan have the following meanings:

2.1                                  The term “Account” shall mean a Participant’s individual account, as described in Section 4.1 of the Plan.

2.2                                  The term “Annual Payments” is defined in Section 5.1(b)(i).

2.3                                  The term “Board of Directors” means the Board of Directors of the Company.

2.4                                  The term “Bonus” shall mean any cash bonus paid under the STIP and any other annual cash bonus plan sponsored by an Employer which, in the discretion of the Committee, is comparable to the STIP.

2.5                                  The term “Bonus Deferral Contributions” means the portion of the Participant’s Bonus that he elects to defer under the terms of this Plan.  The portion of any Bonus earned in the year 2002 that an Eligible Employee elected to defer under the CBS Excess 401(k) Plan (formerly known as the Viacom Excess 401(k) Plan) shall be deferred under this Plan, and shall not be recognized under the CBS Excess 401(k) Plan.

2.6                                  The term “CBS 401(k) Plan” means the CBS 401(k) Plan (formerly known as the Viacom 401(k) Plan), originally effective as of September 1, 2001, and as amended from time to time thereafter (or any successor plan).

2.7                                  The term “Code” means the Internal Revenue Code of 1986, as amended.

2.8                                  The term “Committee” means the CBS Retirement Committee appointed by the Board of Directors.  The Committee may act on its own behalf or through the actions of its duly authorized delegate.

2.9                                  The term “Company” means CBS Corporation.

2.10                            The term “Deferral Election” is defined in Sections 3.1(b) and 3.1(c).

2.11                            The term “Deferred” means that an amount is considered to be deferred within the meaning of Treasury Regulations sections 1.409A-6(a)(2) and 1.409A-6(a)(3).

2.12                            The term “Disability” or “Disabled” means that a Participant (i) has been determined to be disabled by the Social Security Administration or (ii) is receiving benefits

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under the provisions of the long-term disability plan covering such Participant that is sponsored by or participated in by the Participant’s Employer.

2.13                            The term “Election Filing Date” means, except as provided in Section 3.1 (c) the date not later than the December 31 immediately preceding the first day of the applicable calendar year for which a particular Deferral Election is made.

2.14                            The term “Eligible Employee” means an employee of an Employer who (i) is or becomes a Reporting Employee, or an employee of an Employer who is eligible to participate in the CBS Bonus Deferral Plan and whose securities may be attributable to a Reporting Employee for purposes of Section 16 of the Securities Exchange Act of 1934), (ii) is designated by the Committee as an employee who is eligible to participate in the Plan; and (iii) is notified in writing by the Committee that he is eligible to participate in the Plan.  If an employee becomes an Eligible Employee in any calendar year, such employee shall remain an Eligible Employee for all future calendar years during which the Eligible Employee remains an Eligible Employee.

2.15                            The term “Employer” means the Company and any affiliate or subsidiary that adopts the Plan on behalf of its Eligible Employees, except as provided in Section 2.25.

2.16                            The term “Investment Options” means the investment funds available to participants in the CBS 401(k) Plan, excluding the Self-Directed Brokerage Account.

2.17                            The term “Joint Payment Option” means the time and form of payment options available for the payment of an Account as described in Section 5.1(a).

2.18                            The term “Joint Payment Option Election” means an election of a Joint Payment Option by a Participant as described in Section 5.1(a).

2.19                            The term “Participant” means an Eligible Employee who elects to have Bonus Deferral Contributions made to the Plan.

2.20                            The term “Payment Election” is defined in Section 5.1(a).

2.21                            The term “Plan” means the CBS Bonus Deferral Plan for Designated Senior Executives as set forth herein, as amended from time to time.  Part A of the Plan is attached hereto and shall apply to compensation which was Deferred prior to January 1, 2005.  Part B of the Plan is set forth herein and shall apply to compensation which is Deferred on or after January 1, 2005.  Certain provisions of this Part B apply as of certain earlier effective dates as specified herein.

2.22                            The term “Post-2004 Subaccount” is defined in Section 4.1.

2.23                            The term “Pre-2005 Subaccount” is defined in Section 4.1.

2.24                            The term “Reporting Employee” is defined in Section 1.3.

2.25                            The term “Separation from Service” means the condition that exists when an Employee who is a Participant in the Plan and the Employer reasonably anticipate that no further

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services will be performed after a certain date or that the level of bona fide services that the Employee will perform after such date (whether as an Employee or an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Employee has been providing services to the Employer for less than 36 months).  For purposes of this Section 2.25, for periods during which an Employee is on a paid bona fide leave of absence and has not otherwise experienced a Separation from Service, the Employee is treated as providing bona fide services at the level equal to the level of services that the Employee would have been required to perform to receive the compensation paid with respect to such leave of absence.  Periods during which an Employee is on an unpaid bona fide leave of absence and has not otherwise experienced a Separation from Service are disregarded for purposes of this Section 2.25 (including for purposes of determining the applicable 36-month (or shorter) period).  For purposes of this Section 2.25 and notwithstanding Section 2.15, the “Employer” shall be considered to include all members of the controlled group of corporations, trades or businesses which includes the Company; provided, however, that in applying Code Section 414(b), the phrase “at least 50 percent” shall be substituted for “at least 80 percent”; and in applying Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent.”  Separation from Service shall be determined on the basis of the modifications described in Treasury Regulation Section 1.409A-1(h)(3) (or any successor regulation)) as defined in Code Section 409A and the regulations or other guidance issued thereunder.

2.26                            The term “STIP” means the CBS Corporation Senior Executive Short-Term Incentive Plan or the CBS Corporation Short-Term Incentive Plan, as applicable, as may be amended from time to time.

2.27                            The term “Unforeseeable Emergency” means an event that results in severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant or his or her spouse, dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), or beneficiary, (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary circumstances arising due to results beyond the control of the Participant.  This Section 2.27 shall be interpreted in a manner consistent with Code Section 409A and applicable provisions of the Treasury Regulations.

Section 3.  Participation.

3.1                                  Election to Participate .

(a)                                   An Eligible Employee must elect to participate in the Plan as provided below.

(b)                                  To participate in the Plan for a calendar year, an Eligible Employee must make an annual election (a “Deferral Election”) to defer receipt of a specified portion of his or her Bonus earned during such calendar year and scheduled to be paid in the succeeding calendar year in accordance with this Section 3.  Subject to Section 3.1(c), such Deferral Election must be made not later than the Election Filing Date and shall be effective as of the Election Filing Date.  For example, prior to December 31, 2009, an Eligible Employee may make a Bonus Deferral

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Contribution election with respect to any Bonus to be earned in 2010 that is scheduled to be paid in 2011.  An Eligible Employee may make a Deferral Election whether or not such employee previously has made, or currently has in effect, any election to make Excess Salary Reduction Contributions under the CBS Excess 401(k) Plan For Designated Senior Executives.  An Eligible Employee’s entitlement to make Bonus Deferral Contributions shall cease with respect to any Bonus payable with respect to the calendar year following the calendar year in which he or she ceases to be an Eligible Employee.

(c)                                   Notwithstanding the foregoing, for a calendar year beginning on or after January 1, 2005 in which an employee first becomes an Eligible Employee under this Plan or any other account balance plan maintained by an Employer that is required to be aggregated with this Plan under Code Section 409A, such Eligible Employee must make a Deferral Election with respect to any Bonus scheduled to be paid in the next succeeding calendar year within 30 days of the date he first becomes an Eligible Employee, provided that such employee has not already become eligible to participate in any other account balance plan of the Employer (as modified by Section 2.25).  Such Deferral Election shall be effective on the date made and shall be effective with regard to the Bonus earned for the remainder of the year in which the election is made and scheduled to be paid during the calendar year following the filing of the Deferral Election with the Committee, as determined pursuant to the pro-ration method permitted under Code Section 409A.  If an Eligible Employee is a participant in another account balance plan that is required to be aggregated with this Plan under Code Section 409A when he first becomes eligible to participate in this Plan, such Eligible Employee