Acting CEO . Notwithstanding anything in paragraph 2(a) of the Agreement to the contrary, you have been appointed to serve as the President and Acting Chief Executive Officer, CBS Corporation (the “ Acting CEO ”) as ratified by the Board until the Board’s appointment of you or another individual as the Chief Executive Officer on a permanent basis. For so long as you are serving as Acting CEO, you shall be the highest-ranking executive of CBS ( i.e., there shall be no executive of equal or higher ranking) and you will report directly and exclusively to the Board. You will have the authority, duties and responsibilities customary for the chief executive officer of a public company of the type and nature of CBS and shall perform such additional duties reasonable and consistent with that office as may be assigned to you from time to time by the Board. You shall have the right, subject to the approval of the Board, to name a successor Chief Financial Officer.

CEO Search . You acknowledge that CBS has indicated its intent to conduct a formal search process before electing a permanent Chief Executive Officer. CBS acknowledges and agrees that this process must be concluded in a timely manner and that you will be a candidate and be afforded good faith consideration. If you become the permanent Chief Executive Officer, CBS will renegotiate your employment agreement in good faith.

No Additional Compensation . You will receive no additional compensation under paragraph 3 of the Agreement for the incremental duties and responsibilities associated with your performance of services as Acting CEO.

Benefits . With respect to benefit plans and programs as set forth in paragraph 4 of the Agreement, (i) the parenthetical phrase in the first sentence thereof shall be removed, (ii) the reference at the end of the first sentence thereof to “the Chairman & CEO” shall be modified by replacing it with “senior executives of CBS generally,” and (iii) the parenthetical phrase at the end of the last sentence thereof shall be modified by replacing “second priority” with “first priority” and deleting the requirement for approval by the Chairman & CEO.

Business Expenses . With respect to reimbursement of business expenses set forth in paragraph 5 of the Agreement, (i) the reference in the first sentence thereof to “the Chairman & CEO” shall be modified by replacing it with “senior executives of CBS generally,” and (ii) the parenthetical at the end of the first sentence thereof shall be deleted in its entirety.

Non-Competition . The second sentence of paragraph 6(a) of the Agreement is amended to read as follows: “You further agree that, during the Non-Compete Period (as defined below), you shall not, without the written consent of CBS, 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 enterprise that is engaged in the business conducted by CBS, or any of its subsidiaries, either (i) during the period of your employment or (ii) following your termination of employment, provided that CBS was actively planning to engage in such business at the time of your termination of employment; 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.

Books, Articles, Etc . Paragraph 6(f) of the Agreement is amended to read as follows: “While employed by CBS and for two (2) years thereafter, but not beyond the end of the Term (June 30, 2022), except in the course of the performance of your duties and responsibilities or otherwise as authorized by the Board, you shall not prepare (other than personal notes and/or a diary) or assist any person or entity in the preparation of any books, articles, radio broadcasts, television or motion picture productions or other similar creations, concerning CBS or any of its affiliates or predecessors or any of their officers, directors, agents, employees, suppliers or customers.”

Cause . The three references to the “Chairman & CEO” in paragraph 7(a)(i) of the Agreement shall be modified by replacing them with “the Board.”

Good Reason . The second paragraph of paragraph 7(c)(i) of the Agreement is amended to read as follows: “For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder),

No Waiver of Rights . For purposes of clarity and avoidance of doubt, your acceptance of the arrangements described in this letter agreement shall in no way constitute a waiver of any existing or future rights you may have under the Agreement, including, without limitation, your right to resign with Good Reason if the Board appoints another individual to serve as Chief Executive Officer of CBS and receive the payments and benefits described in paragraph 7(c)(ii) or 7(j)(ii) of the Agreement, as applicable.

Released Claims . CBS hereby acknowledges and agrees that the claims released in the Settlement and Release Agreement entered into and effective as of September 9, 2018, among CBS, National Amusements, Inc., the directors of CBS, you and certain others, cannot serve as the basis for a termination of your employment for Cause under paragraph 7(a) of the Agreement.

Representations . CBS hereby represents that (i) this letter agreement has been duly authorized and executed, (ii) the Agreement, as modified by this letter agreement, is a legal, valid and binding obligation of CBS enforceable against CBS in accordance with its terms, and (iii) the Committee has unanimously adopted resolutions approving this letter agreement and affirming that the Agreement, as modified by this letter agreement, constitutes a legal, valid and binding obligation of CBS enforceable against CBS in accordance with its terms and has advised the Board of the key terms of this letter agreement, without objection. CBS further agrees that you will be entitled to indemnification under paragraph 18 of the Agreement with respect to any claim that the Agreement, as modified by this letter agreement, is not a legal, valid and binding obligation of CBS. You represent that you are free to enter into this letter agreement without restriction.

Legal Fees . This letter agreement also confirms our understanding that, notwithstanding any provision in the Agreement, CBS shall promptly, upon submission of an appropriately detailed invoice, pay your legal fees reasonably incurred in connection with your promotion; provided , however , that such payment shall in no event exceed Eighty-Five Thousand Dollars ($85,000).

Counterparts . This letter agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Except as otherwise expressly provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

Dated:

9/27/18                                                                       

Separation Date . You recognize and agree that your employment with CBS ceases on the Separation Date. You will be relieved of your job duties and responsibilities as of the Separation Date. For purposes of this Separation Agreement, your employment shall be deemed to be terminated pursuant to paragraph 7(b)(i) of the Employment Agreement between you and CBS, dated as of July 1, 2016 and as subsequently amended by letter agreements dated August 4, 2017 and January 11, 2018 (collectively, the “Employment Agreement”).

Receipt of All Monies Owed . You acknowledge that you are entitled to receive the following, all subject to necessary withholdings and deductions:

all salary, wages, or other compensation accrued to your Separation Date; and

payment for all accrued and unused vacation and/or personal days in accordance with company policy; and

Severance Payments and Benefits . In consideration of your signing and not revoking the General Release attached as Exhibit A to this Separation Agreement, which contains a general release and discharge of legal claims (“Release of Claims”), CBS will provide you with the compensation and benefits described in paragraph 7(b)(ii) of the Employment Agreement that you would otherwise not be entitled to receive, as follows:

Severance Payment : Severance pay in an amount of 1.5 times your annual base salary of $1,000,000, an amount that totals $1,500,000 (the “Severance Payment”). The Severance Payment shall be paid out over time in accordance with the normal payroll cycles of CBS in the manner described in paragraph 7(b)(ii)(A) of the Employment Agreement, beginning on the next regular payroll date which follows the “Release Effective Date” as defined in Section 4 below.

2018 Pro-Rated Bonus : A pro-rated bonus for 2018 in the amount of $1,466,667 (which amount reflects a bonus payable at the same level that you received for fiscal year 2017, and prorated through the Separation Date), payable between January 1, 2019 and March 15, 2019 at the same time that bonuses are paid to other similarly situated executives of CBS in accordance with paragraph 3(b)(iv) of the Employment Agreement.

Bonus Severance : Additional severance pay in an amount of 1.5 times your target annual bonus, an amount that totals $1,875,000 (the “Bonus Severance”). Bonus Severance shall be paid out over time in accordance with the provisions of paragraph 7(b)(ii)(B) of the Employment Agreement ( i.e., 2/12 of your target annual bonus paid out in 2019, 12/12 of your target annual bonus paid out in 2020, and 4/12 of your target annual bonus paid out in 2021).

Health Benefit Coverage : Medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the CBS medical and dental benefit plans in which you participated on the Separation Date for a period of eighteen (18)

Life Insurance Coverage : Life insurance coverage under CBS’s policy in effect on the Separation Date in the amount then furnished to CBS employees at no cost until June 30, 2020.

Vesting of Equity Awards : your previous CBS LTMIP equity grants shall vest as set forth in paragraph 7(b)(ii)(E) of the Employment Agreement, as follows:

all outstanding stock option awards (or portions thereof) that have not vested and become exercisable on or before the Separation Date, but which would otherwise have vested on or before the 18 ^th month anniversary of the Separation Date, shall accelerate, vest and become exercisable on the Release Effective Date;

all outstanding stock option awards (or portions thereof) that have not vested and become exercisable on or before the Separation Date, but which would otherwise have vested during the period beginning immediately following the 18 ^th month anniversary of the Separation Date and ending on the 36 ^th month anniversary of the Separation Date, shall vest and become exercisable in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and

all stock options (or portions thereof), including those vesting pursuant to Sections 3(f)(i) or (ii), shall remain exercisable until their expiration dates;

all outstanding restricted share units (or portions thereof) that would have vested on or before the 18 ^th month anniversary of the Separation Date shall immediately vest on the Release Effective Date, but delivery of shares in settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated on the Release Effective Date (and with respect to the performance-based restricted share units granted on February 22, 2018, those units will be deemed to have been earned at target level performance); and

all outstanding restricted share units (or portions thereof) that would have vested during the period beginning immediately following the 18 ^th month anniversary of the Separation Date and ending on the 36 ^th month anniversary of the Separation Date, shall continue to vest and be settled in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of the Employment Agreement during such 18-month continued vesting period.

Release Effective Date . As set forth in paragraph 7(j) of the Employment Agreement, the payments and benefits set forth in Section 3 of this Separation Agreement are expressly conditioned upon ( x ) your execution and delivery to CBS of the general release attached hereto as Exhibit A and ( y ) such general release becoming effective and irrevocable in its entirety ( i.e., the expiration of the seven (7) day revocation period), within sixty (60) days following the Separation Date ( i.e., on or before December 31, 2018) (the “Release Effective Date”). If at the time within such 60-day period any cash severance payments are scheduled to be paid to you pursuant Section 3 of this Separation Agreement, and you have not executed the general release and/or it has not become effective and irrevocable in its entirety, then any such cash severance payments shall be held

Continued Application of Certain Covenants . (a) You acknowledge and agree that all restrictive covenants set forth in your Employment Agreement, including, without limitation, the covenants set forth in paragraphs 6(a) (Non-Compete); 6(b) (Non-Disclosure of Confidential Information); 6(c) (Non-Solicitation); 6(d) (Ownership of Work Product) (subject to your Professional Literary Activities); 6(e) (Litigation); 6(f) (Interviews and Speeches, etc.); and 6(g) (Company Property) shall each continue to apply for the time period following the Separation Date as set forth in the terms of such provisions.

Preservation of Certain Rights . Nothing in Exhibit A or elsewhere in this Separation Agreement shall prevent or prohibit you from filing any claim that cannot be waived and/or relinquished pursuant to applicable laws, including but not limited to the right to file a charge or participate in any investigation with the Equal Employment Opportunity Commission or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government. However, you also acknowledge and understand that because you are waiving and releasing all claims for monetary damages and any other form of personal relief, you may only seek and receive non-personal forms of relief through any such claim.

Reference Inquiries . In response to any reference inquiries, consistent with current CBS policy, CBS will only release your dates of employment and last position held. You agree to direct any such inquiries to the Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer (or equivalent position).

Return of Company Property . You will return to CBS, as soon as practicable, all copies of all files, materials and all other documents in your possession, whether or not prepared by or for you, relating to the business or affairs of CBS or any of its officers, directors, or employees. Additionally, on or before the Separation Date, you must return all CBS-owned property, including but not limited to identification cards, credit cards, purchasing cards, keys, and equipment. Notwithstanding the foregoing, you shall be permitted to keep the phone, computer and ipad issued to you by the Company provided that you provide the equipment to the Company for screening.

Passwords . You agree that at CBS’s request, you will disclose to CBS all passwords to all password protected files, software and hardware which have been created or protected by you and which are on CBS’s computers.

Section  409A (Tax Implications) . To the extent applicable, it is intended that the compensation arrangements under the Separation Agreement be in full compliance with Section 409A. The Separation Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to, as a result of this section or otherwise) shall CBS, CBS Corporation or any of CBS Corporation’s affiliated companies be liable for any tax, interest or penalties that may be imposed on you under Section 409A. Neither CBS, CBS Corporation nor any of CBS Corporation’s affiliated companies shall have any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Each payment made pursuant to any provision of this Separation Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Section 409A.

Dispute Resolution and Governing Law . You and CBS agree that any disputes arising out of or relating to this Separation Agreement or to a breach or alleged breach thereof will be resolved in accordance with the provisions of paragraph 17 of the Employment Agreement. This Separation Agreement and all matters and issues collateral related thereto shall be governed by the laws of the State of New York applicable to contracts performed entirely therein.

Severability . This Separation Agreement has several distinct provisions. The parties have attempted to create an agreement that is lawful and enforceable in all respects. Should any part, term, or provision of this Separation Agreement be declared or determined by any Court or other tribunal of appropriate jurisdiction to be invalid or unenforceable, any such invalid or unenforceable part, term, or provision shall be automatically deemed amended to give the fullest effect possible to the original intent of the affected provision (and if not capable of being so amended, only the provision so affected shall be deemed stricken or severed) and any and all of the other terms of the Separation Agreement, as so amended, or in the absence of the affected provision, shall remain in full force and effect to the fullest extent permitted by law.

The Effect on Your Employment Agreement . This Separation Agreement contains the entire understanding between you and CBS with respect to the subject matter thereof. This Separation Agreement will supersede your Employment Agreement to the extent that any provisions of this Separation Agreement are inconsistent with those of the Employment Agreement. You and CBS hereby acknowledge our mutual intent that the provisions of the Employment Agreement intended to survive its termination and not superseded by this Separation Agreement shall remain in effect as written. Either party’s failure to insist upon strict adherence to any term of this Separation Agreement shall not be considered a waiver, or deprive either party of the right thereafter to insist on strict adherence to that or any other term of this Separation Agreement.

Paragraph Captions . All paragraph captions in this Separation Agreement are inserted for convenience of reference only and shall not be considered in construing this Separation Agreement.

Time to Consider the General Release . You understand and agree that by executing the general release attached hereto as Exhibit A you are waiving and releasing any rights or claims that you may have under the Age Discrimination in Employment Act (“ADEA”). You understand that you are not waiving rights or claims that may arise after the date the release of claims is executed. You further represent that you understand you may revoke the general release within seven (7) calendar days of signing it. You understand that to revoke the general release, you must put the revocation in writing and deliver it by hand or mail or email to Anthony G. Ambrosio, Sr. EVP, Chief Administrative Officer and Chief Human Resources Officer, 51 W. 52 ^nd Street, New York, NY 10019. For such revocation to be effective, written notice must be received by CBS no later than the seventh (7) calendar day after you sign the general release. If you revoke the general release (or you fail or refuse to sign the general release) such that the general release does not become effective and irrevocable within the prescribed 60-day period described in Section 4 above, then your employment will still be terminated but you shall not be entitled to receive any of the payments or benefits described in Section 3 above.

Counterparts and Electronic Transmission . This Separation Agreement may be executed in counterpart originals, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. Delivery of an executed counterpart of this Separation Agreement by facsimile or by electronic transmission (e.g., .pdf or .tif file) shall be effective as delivery of an original executed counterpart of this Separation Agreement, but each party hereto shall then each deliver to the other party hereto within a reasonable time after execution of this Separation Agreement an original signature on the Separation Agreement.

Review of this Agreement Prior to Signing . You represent and agree that:

You have been advised in writing by CBS in this Separation Agreement that you should consult an attorney prior to signing this Separation Agreement and that you have been given an adequate opportunity to seek the advice of an attorney;

You have carefully read this Separation Agreement in its entirety, fully understand all of its terms, and are fully aware of the legal effect of this Separation Agreement; and

You are voluntarily and knowingly entering into this Separation Agreement without the threat of coercion or duress and with the intent to be legally bound by its terms.

You acknowledge that you have been given not less than twenty-one (21) calendar days to review and consider signing the general release attached as Exhibit A to this Separation Agreement, and understand that you have seven (7) calendar days to revoke it after signing.