CBS CORPORATION 8.875% Senior Notes due 2019

Exhibit 4.2

FORM OF NOTE

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co., has an interest herein.

     This Security is a global Security within the meaning of the Indenture (as defined below) and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture. Unless and until this certificate is exchanged in whole or in part for Securities in definitive registered form in accordance with the provisions of the Indenture applicable to such exchange, this certificate may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

CBS CORPORATION

8.875% Senior Notes due 2019

Unconditionally guaranteed as to payment of
principal of and interest by
CBS OPERATIONS INC.
(a wholly owned subsidiary of CBS Corporation)

$[               ]

CUSIP: 124857AC7

          CBS Corporation, a Delaware corporation (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[               ] on May 15, 2019 at the office or agency of the Company referred to below, and to pay interest thereon on November 15, 2009 and semiannually in arrears thereafter, on May 15 and November 15 of each year (each, an “ Interest Payment Date ”), from May 13, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 8.875% per annum, until the principal hereof is paid or duly provided for.

          The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid, in immediately available funds, to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1, as the case may be, preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in said Indenture.

          Payment of the principal of and interest on this Security will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided however , that each installment of interest and principal on this Security may at the Company’s option be paid by check to the payee or in immediately available funds by transfer to an account maintained by the payee located in the United States.

          Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day and no interest shall accrue as a result of such delayed payment. For purposes of this Security, “Business Day” means any day that is not a Saturday or Sunday and that, in The City of

New York, is not a day on which banking institutions are generally authorized or obligated by law or executive order to close.

           General . This Security is one of a duly authorized issue of securities of the Company (herein called the “ Securities ”), unlimited in aggregate principal amount, issued and to be issued in one or more series under an amended and restated indenture dated as of November 3, 2008 among the Company, CBS Operations Inc., as guarantor (the “ Guarantor ”) and The Bank of New York Mellon, as trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture) (the “ Indenture ”), to which Indenture and the respective resolutions of the Company’s board of directors or resolutions pursuant to the authority of the board of directors, an Officer’s Certificate and/or indentures supplemental thereto, as the case may be, reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated as 8.875% Senior Notes due 2019, initially limited in aggregate principal amount to $350,000,000. This Security is a global Security representing $[               ] of the Securities.

           Authorized Denominations . The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000.

           Book-Entry Security . This Security is a “book-entry” Security and is being registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Subject to the terms of the Indenture, this Security will be held by DTC or its nominee, and beneficial interests will be held by beneficial owners through the book-entry facilities of DTC or its nominee in minimum denominations of $2,000 and in integral multiples of $1,000. As long as this Security is registered in the name of DTC or its nominee, the Trustee will make payments of principal of and interest on this Security by wire transfer of immediately available funds to DTC or its nominee. Notwithstanding the above, upon the maturity of this Security, the principal, together with accrued interest thereon, will be paid in immediately available funds upon surrender of this Security at the Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose or such other locations provided in the Indenture.

           Event of Default . If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

           Interest Rate Adjustment . The interest rate payable on the Securities of this series will be subject to adjustment from time to time if either Moody’s or S&P or, in either case, any Substitute rating agency (as defined below) downgrades (or downgrades and subsequently upgrades) the debt rating assigned to the Securities of this series, in the manner described below.

               “ Moody’s ” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

               “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

               “ Substitute rating agency ” means a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors or a committee designated by the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

               If the rating from Moody’s (or any Substitute rating agency) of the Securities of this series is decreased to a rating set forth in the immediately following table, the interest rate on the Securities of this series will increase such that it will equal the interest rate payable on the Securities of this series on the date of their issuance plus the percentage set forth opposite the ratings from the table below:

               If the rating from S&P (or any Substitute rating agency) of the Securities of this series is decreased to a rating set forth in the immediately following table, the interest rate on the Securities of this series will increase such that it will equal the interest rate payable on the Securities of this series on the date of their issuance plus the percentage set forth opposite the ratings from the table below:

               If at any time the interest rate on the Securities of this series has been adjusted upward as a result of a decrease in a rating by either Moody’s or S&P (or, in either case, a Substitute rating agency), as the case may be, and subsequently such rating agency increases its rating of the Securities of this series to any of the threshold ratings set forth above, the interest rate on the Securities of this series will be decreased such that the interest rate for the Securities of this series will equal the interest rate payable on the Securities of this series on the date of their issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If the rating by Moody’s (or any Substitute rating agency) of the Securities of this series is or becomes Baa3 (or its equivalent, in the case of a Substitute rating agency) or higher, and the rating by S&P (or any Substitute rating agency thereof) is or becomes BBB- (or its equivalent, in the case of a Substitute rating agency) or higher, the interest rate on the Securities of this series will be decreased to the interest rate

payable on the Securities of this series on the date of their issuance. In addition, the interest rates on the Securities of this series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if the Securities of this series become rated A3 and A- (or the equivalent of either such rating, in the case of a Substitute rating agency) or higher by Moody’s and S&P (or, in either case, a Substitute rating agency thereof), respectively (or one of these ratings if the Securities of this series are only rated by one rating agency).

               Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute rating agency), shall be made independent of (and in addition to) any and all other adjustments. In no event shall (a) the interest rate for the Securities of this series be reduced to below the interest rate payable on the Securities of this series on the date of their issuance or (b) the total increase in the interest rate on the Securities of this series exceed 2.00% above the interest rate payable on the Securities of this series on the date of their issuance.

               No adjustments in the interest rate of the Securities of this series shall be made solely as a result of a rating agency ceasing to provide a rating of the Securities of this series. If at any time Moody’s or S&P ceases to provide a rating of the Securities of this series, the Company will use its commercially reasonable efforts to obtain a rating of the Securities of this series from a Substitute rating agency, to the extent one exists, and if a Substitute rating agency exists, for purposes of determining any increase or decrease in the interest rate on the Securities of this series pursuant to the tables above (a) such Substitute rating agency will be substituted for the last rating agency to provide a rating of the Securities of this series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Securities of this series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Securities of this series on the date of their issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one of Moody’s or S&P provides a rating of the Securities of this series and no Substitute rating agency is offered to replace the other rating agency, any subsequent increase or decrease in the interest rate of the Securities of this series necessitated by a reduction or increase in the rating by the agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute rating agency provides a rating of the Securities of this series, the interest rate on the Securities of this series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Securities of this series on the date of their issuance.

               Any interest rate increase or decrease described above will take effect on the next Business Day after the rating change has occurred.

               If the interest rate payable on the Securities of this series is increased as described in this “Interest Rate Adjustment” Section, the term “interest,” as used with respect to the Securities of this series, will be deemed to include any such additional interest unless the context otherwise requires.

           Redemption and Maturity . The Securities of this