Exhibit 10(t)


 


CBS CORPORATION


 


MATCHING GIFTS PROGRAM FOR DIRECTORS


 


 


1.            PURPOSE OF THE PROGRAM


 


The
CBS Corporation Matching Gifts Program for Directors (the “Program”) allows
each Director (as defined in Paragraph 2) of CBS Corporation (the “Company”) to
request that the Company match his or her donations to eligible tax-exempt
organization(s) (the “Donee(s)”). 
Director donations will be matched by the Company at the rate of one
dollar for each dollar donated up to $7,500 for each fiscal year.  The purpose of the Program is to recognize
the interest of the Company and its Directors in supporting eligible organizations.


 


2.             ELIGIBILITY


 


Each
member of the Board of Directors of the Company (the “Board”) as of December 16,
2008 and any person who joins the Board after that date (in each case, a “Director”)
shall be eligible to participate in the Program so long as he or she is serving
as a Director of the Company, unless and until the Program is terminated in
accordance with Paragraph 6.


 


3.             MATCHING DONATION REQUEST


 


When
a Director becomes eligible to participate in the Program, he or she may make a
written request to the Company in accordance with such procedures as may be
determined by the Administrator (as defined in paragraph 7). 


 


4.             DONEES


 


In order to be eligible to receive a matching donation, a recommended
Donee must be, at the time any matching donation is to be made hereunder: (i) recognized
under the Internal Revenue Code as a 501(c)(3) public
charity; or (ii) an accredited public or non-profit school, school
district, college or university to which donations are tax-deductible under the
Internal Revenue Code of the United States.


 


5.             FUNDING AND PROGRAM ASSETS


 


Neither the participating Directors nor their recommended Donee(s) shall
have any rights or interests in any assets of the Company identified for such
purpose.  Nothing contained in the
Program shall create, or be deemed to create, a trust, actual or constructive,
for the benefit of a Director or any recommended Donee, or shall give, or be deemed
to give, any Director or Donee any interest in any assets of the Program or the
Company.


 


6.             AMENDMENT OR TERMINATION


 


The
Board may, at any time, amend, suspend, or terminate the Program.  However, once a participating Director
requests that the Company make a matching donation to a Donee, the Program may
not be amended, suspended or terminated with respect to such request, 


 













 


unless there has been an adverse
change in laws or regulations affecting the Program (e.g.,
reduction or elimination of the tax deductibility of the donation by the
Company).


 


7.             ADMINISTRATION


 


The Program shall be administered by the Office of the Executive Vice
President, Planning, Policy and Government Affairs (“Administrator”).  The Administrator shall have authority, subject
to the provisions of the Program, to prescribe procedures and guidelines
relating to the Program.


 


8.             NON-ASSIGNMENT


 


A Director’s rights and interests under the Program may not be assigned
or transferred.


 


9.             EFFECTIVE DATE


 


The Program effective date is December 16, 2008.