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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                     )                               
                                                                     
                                     )                               
                                                                     
                                     )                               
                                                                     
     In the Matter of                )   File No. EB-07-IH-9319      
                                                                     
     CBS Corporation                 )   NAL/Acct. No. 200832080007  
                                                                     
     KUTV Holdings, Inc.             )   FRN No. 0003612447          
                                                                     
     Licensee of Station KUTV(TV),   )   FRN No. 0004499273          
                                                                     
     Salt Lake City, Utah            )   Facility ID No. 35823       
                                                                     
                                     )                               
                                                                     
                                     )                               
                                                                     
                                     )                               


                                     Order

   Adopted: November 21, 2007  Released:   November 21, 2007

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and CBS Corporation ("CBS")
       as successor-in-interest to Viacom Inc. The Consent Decree terminates
       an investigation into compliance by CBS and its wholly owned
       subsidiary KUTV Holdings, Inc. ("KUTV"), licensee of station KUTV(TV),
       Salt Lake City, Utah, with the terms of the November 23, 2004 Consent
       Decree between Viacom, Inc. and the Commission ("2004 Consent
       Decree").

    2. The Bureau and CBS have negotiated the terms of the Consent Decree, a
       copy of which is attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree, we find that the
       public interest will be served by adopting the Consent Decree and
       terminating the above-referenced investigation.

    4. Based upon the record before us, we conclude that there are no
       substantial and material questions of fact in regard to the
       above-referenced investigation as to whether CBS and KUTV possess the
       basic qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, and the authority delegated by
       Sections 0.111 and 0.311 of the Commission's rules, the attached
       Consent Decree IS ADOPTED.

    6. IT IS FURTHER ORDERED that the objections to the renewal application
       of Station KUTV(TV) received by, or in the possession of, the Media
       Bureau on or around August 28, 2006, as well as any other similar
       pleadings filed against stations licensed to any subsidiaries of CBS,
       alleging violation of Section IV, Paragraph 8, Subsection (f) of the
       2004  Consent Decree between Viacom Inc. and the Commission in
       relation to the Notice of Apparent Liability for Forfeiture issued to
       CBS concerning the program "Without A Trace", ARE DISMISSED.

    7. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    8. IT IS FURTHER ORDERED that copies of this Order shall be sent by
       regular first class mail and by certified mail, return receipt
       requested, to CBS Corporation, 601 Pennsylvania Ave., N.W., Suite 540,
       Washington, D.C. 20004-2601, and to its counsel, Richard Wiley,
       Esquire and Eve Klindera Reed, Esquire, Wiley Rein LLP, 1776 K Street,
       N.W., Washington, D.C. 20006.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                     )                               
                                                                     
                                     )                               
                                                                     
                                     )                               
                                                                     
     In the Matter of                )   File No. EB-07-IH-9319      
                                                                     
     CBS Corporation                 )   NAL/Acct. No. 200832080007  
                                                                     
     KUTV Holdings, Inc.             )   FRN No. 0003612447          
                                                                     
     Licensee of Station KUTV(TV),   )   FRN No. 0004499273          
                                                                     
     Salt Lake City, Utah            )   Facility ID No. 35823       
                                                                     
                                     )                               
                                                                     
                                     )                               
                                                                     
                                     )                               


                                 CONSENT DECREE

   Adopted: November 21, 2007 Released: November 21, 2007

   By the Chief, Enforcement Bureau:

   I. INTRODUCTION

    1. The Enforcement Bureau of the Federal Communications Commission and
       CBS Corporation as successor-in-interest to Viacom Inc., by their
       authorized representatives, hereby enter into this Consent Decree.

   II. DEFINITIONS

    9. For purposes of this Consent Decree, in addition to those terms
       defined elsewhere in this Consent Decree, the following definitions
       shall apply:

   a. "CBS" means CBS Corporation, including CBS Broadcasting, Inc., KUTV
   Holdings, Inc., and their successors and assigns;

   b. "CBS Broadcasting" means CBS Broadcasting, Inc., a wholly owned
   subsidiary of CBS Corporation;

   c. "KUTV" means KUTV Holdings, Inc., a wholly owned subsidiary of CBS
   Corporation;

   d. "2004 Consent Decree" means the Consent Decree made and entered into on
   November 23, 2004,  by and between the Commission and CBS Corporation's
   predecessor-in-interest Viacom Inc., including its subsidiaries CBS
   Broadcasting Inc., UPN, and Infinity Broadcasting Corporation and their
   respective direct and indirect subsidiaries and affiliated entities which
   either hold authorizations for television and radio broadcast stations
   located throughout the United States or which distribute network or
   syndicated television and radio programming to broadcast stations;

   e. "Commission" and "FCC" mean the Federal Communications Commission, and
   all of its bureaus and offices;

   f. "Bureau" means the Enforcement Bureau of the Federal Communications
   Commission;

   g. "Parties" means the Bureau and CBS;

   h. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
   151 et seq.;

   i. "Rules" mean the Commission's regulations set forth in Title 47 of the
   Code of Federal Regulations;

   j. "Indecency Laws" means 18 U.S.C. S: 1464 and 47 C.F.R. S: 73.3999;

   k. "Adopting Order" means an order of the Bureau adopting this Consent
   Decree;

   l. "Effective Date" means the date on which the Adopting Order is
   released;

   m. "Investigation" means the investigation commenced by the Media Bureau's
   June 27, 2007 Letter to Howard F. Jaeckel, Esquire, counsel for CBS
   Broadcasting, regarding whether CBS Broadcasting or KUTV violated terms of
   the 2004 Consent Decree by failing to comply with the remedial steps
   specified in Section IV, Paragraph 8, Subsection (f) of the 2004 Consent
   Decree following issuance of the Notice of Apparent Liability for
   Forfeiture issued in Complaints Against Various Television Licensees
   Concerning Their December 31, 2004, Broadcast of the Program "Without a
   Trace," 21 FCC Rcd 2732 (2006);

   n. "Final Order" means an action by the FCC or by its staff pursuant to
   delegated authority (i) which has not been vacated, reversed, stayed, set
   aside, annulled or suspended, (ii) with respect to which no timely appeal,
   request for stay or petition for rehearing, reconsideration or review by
   any party or by the FCC on its own motion, is pending, and (iii) as to
   which the time for filing any such appeal, request, petition, or similar
   document or for the reconsideration or review by the FCC on its own motion
   under the Communications Act of 1934, as amended, and the FCC's rules and
   regulations, has expired.

   III. BACKGROUND

   10. As a result of the 2004 Consent Decree voluntarily entered into by
       Viacom Inc, and its various subsidiaries, including CBS Broadcasting,
       the Commission rescinded, vacated and cancelled several forfeiture
       orders and notices of apparent liability for forfeiture involving
       violations of the Indecency Laws. The 2004 Consent Decree also
       terminated several pending indecency investigations.  In exchange, 
       Viacom Inc. made a voluntary contribution of $3.5 million to the
       United States Treasury and was obligated to adopt and maintain for
       three years a company-wide compliance plan to prevent the broadcast of
       material in violation of the Indecency Laws.  Paragraph 8, subsection
       (f) of this compliance plan required that "[i]f a Viacom-owned station
       receives a Notice of Apparent Liability for a broadcast occurring
       after the Effective Date which relates to violation of the Indecency
       Laws, all employees airing and/or materially participating in the
       decision to air such material will be suspended and an investigation
       will immediately be undertaken by Viacom. Such employees will be
       required to undergo remedial training with respect to the Indecency
       Laws and satisfy station management that they understand such laws
       before resuming their duties."

   11. On March 15, 2006, the Commission issued a Notice of Apparent
       Liability for Forfeiture against certain CBS Broadcasting
       owned-and-operated and affiliated stations that aired the program
       "Without a Trace" on December 31, 2004 before 10:00 p.m ("Without a
       Trace NAL"). On August 28, 2006, Andrea Gutton and Sharilee Guest
       ("Objectors") filed pleadings styled as formal petitions to deny
       ("Objections") opposing the license renewal application for Station
       KUTV(TV), Salt Lake City, Utah, licensed to KUTV Holdings, Inc. The
       Objectors alleged, inter alia, that CBS violated the terms of the 2004
       Consent Decree because subsequent to the issuance of the Without a
       Trace NAL it failed "to immediately suspend all employees materially
       participating in the decision to air indecent programming, and launch
       an internal investigation. . . ." CBS filed an opposition on January
       9, 2007, stating that it had reached a "considered conclusion that it
       had presented nothing indecent and that none of its employees had done
       anything wrong."

   12. On June 27, 2007, the Media Bureau issued a letter directing CBS to
       submit a sworn written response to a series of questions relating to
       compliance with the 2004 Consent Decree.  KUTV responded to the June
       27, 2007 letter in the form of an amendment to the license renewal
       application for Station KUTV(TV), Salt Lake City, Utah (File Number
       BRCT-20060601ASL). The response, dated October 19, 2007, explains that
       it was not readily apparent to CBS management or its counsel that the
       provisions of Section IV, Paragraph 8, Subsection (f), of the 2004
       Consent Decree might apply in the context of scripted shows such as
       "Without a Trace." The response also describes various measures CBS
       has taken to comply with other provisions of the compliance plan in
       the 2004 Consent Decree.

   13. CBS and the Bureau acknowledge that any proceeding that might result
       from the Investigation will require the significant expenditure of
       public and private resources. In order to conserve such resources and
       to promote CBS' compliance with the 2004 Consent Decree, the Parties
       hereby enter into this Consent Decree in consideration of the mutual
       commitments made herein.

   IV. AGREEMENT

   14. CBS agrees that the Bureau, by delegated authority of the Commission,
       has jurisdiction over the matters contained in the Consent Decree and
       the authority to enter into and adopt the Consent Decree.

   15. CBS and the Bureau each represent and warrant to the other that its
       signatory is duly authorized to enter into this Consent Decree on its
       behalf.

   16. The Parties agree that this Consent Decree will become effective on
       the Effective Date. Upon the Effective Date, the Adopting Order and
       this Consent Decree will have the same force and effect as any other
       order of the Bureau and any violation of the terms of this Consent
       Decree will constitute a separate violation of a Bureau order,
       entitling the Bureau to subject CBS to enforcement action for such
       violation.

   17. The Parties agree that the provisions of this Consent Decree shall be
       subject to final approval by the Bureau, through entry of the Adopting
       Order, which shall immediately resolve and terminate the Investigation
       and dismiss the Objections, as well as any other similar pleadings
       filed against stations licensed to any subsidiaries of CBS that
       pertain to compliance with Section IV, Paragraph 8, Subsection (f) of
       the November 23, 2004 Consent Decree in relation to the Without a
       Trace NAL.

   18. The Parties agree that this Consent Decree is in the nature of a
       settlement of all issues relating to the Investigation, does not
       constitute an adjudication of the merits of the matters focused upon
       in any of the Objections or any finding on the facts or law regarding
       any compliance or noncompliance by CBS  with the requirements of the
       Act or the Commission's Rules and orders; provided, however, that
       solely for the purpose of this Consent Decree and in reliance on
       fulfillment of the Bureau's commitments hereunder, CBS acknowledges
       that it inadvertently failed to comply with the remedial steps
       specified in Section IV, Paragraph 8, Subsection (f) of the 2004
       Consent Decree as contemplated by the Commission following issuance of
       the Without a Trace NAL, understands the 2004 Consent Decree's terms,
       and has taken steps to ensure that additional such oversights do not
       recur in the future.

   19. The Parties agree that Section IV, Paragraph 8 of the 2004 Consent
       Decree is amended to provide that the company-wide compliance plan
       that CBS adopted pursuant to that paragraph will remain in effect for
       an additional term of three (3) years  after its current expiration
       date, or until November 23, 2010.  The Parties agree that all other
       provisions of the 2004 Consent Decree remain in full force and effect.

   20. CBS agrees that it will make a voluntary contribution to the United
       States Treasury in the amount of Three Hundred Thousand Dollars
       ($300,000) within five (5) calendar days of the date on which the
       Order adopting the Consent Decree becomes a Final Order. CBS will make
       this contribution without further protest or recourse, by check or
       similar instrument, payable to the order of the Federal Communications
       Commission. The payment must include the NAL/Acct. No. and FRN No.
       referenced in the Adopting Order. Payment by check or money order may
       be mailed to the Federal Communications Commission, P.O. Box 358340,
       Pittsburgh, PA 15251-8340. Payment by overnight mail may be sent to
       Mellon Bank/LB 358340, 500 Ross Street, Room Number 1540670,
       Pittsburgh, PA 15251. Payment by wire transfer may be made to ABA
       Routing Number 043000261, receiving bank Mellon Bank, and account
       number 9116229.

   21. In consideration of the terms and conditions set forth herein, the
       Bureau agrees to dismiss the Objections,  as well as any other similar
       pleadings filed against stations licensed to any subsidiaries of CBS
       that pertain to compliance with Paragraph 8, Subsection (f) of the
       November 23, 2004 Consent Decree in relation to the Without a Trace
       NAL, and terminate the Investigation. The Bureau agrees that it will
       not use the facts developed in this Investigation through the
       Effective Date of the Consent Decree, or the existence of this Consent
       Decree to institute, on its own motion, or in response to any petition
       to deny or other third-party objection, any new proceeding, formal or
       informal, or take any action on its own motion, or in response to any
       petition to deny or other third-party objection, against CBS
       concerning the matters that were the subject of the Investigation. The
       Bureau also agrees that it will not use the facts developed in this
       Investigation through the Effective Date of this Consent Decree, or
       the existence of this Consent Decree, to institute on its own motion,
       or in response to any petition to deny or other third-party objection,
       any proceeding, formal or informal, or take any action on its own
       motion, or in response to any petition to deny or other third-party
       objection, against CBS with respect to basic qualifications, including
       its character qualifications, to be a Commission licensee.

   22. The Parties agree that any complaints or pleadings filed with the
       Commission or the Bureau, and/or Commission or Bureau investigations,
       Notices of Apparent Liability for Forfeiture, Forfeiture Orders, or
       Memorandum Opinions and Orders relating to CBS and/or its direct and
       indirect subsidiaries that hold Commission authorizations that have
       been submitted, begun, or issued subsequent to the effective date of
       the 2004 Consent Decree other than the Investigation, as defined
       herein, are excluded from the scope of this Consent Decree.

   23. CBS waives any and all rights it may have to seek administrative or
       judicial reconsideration, review, appeal or stay, or to otherwise
       challenge or contest the validity of this Consent Decree and the Order
       adopting this Consent Decree, provided that the Bureau issues an Order
       adopting the Consent Decree without change, addition, modification or
       deletion.

   24. CBS' decision to enter into this Consent Decree is expressly
       contingent upon the Commission's issuance of an Adopting Order that is
       consistent with the Consent Decree, and which adopts the Consent
       Decree without change, addition, modification, or deletion.

   25. In the event that this Consent Decree is rendered invalid by any court
       of competent jurisdiction, it shall become null and void and may not
       be used in any manner in any legal proceeding.

   26. CBS and the Bureau each agrees that if CBS, the Commission, or the
       United States on behalf of the Commission, brings a judicial action to
       enforce the terms of the Adopting Order, neither CBS nor the
       Commission shall contest the validity of the Consent Decree or Order,
       and CBS shall waive any statutory right to a trial de novo.

   27. The Parties also agree that if any provision of the Consent Decree
       conflicts with any subsequent rule or order adopted by the Commission
       (except an order specifically intended to revise the terms of this
       Consent Decree to which CBS does not expressly consent) that provision
       will be superseded by such Commission rule or order.

   28. CBS hereby agrees to waive any claims that it may otherwise have under
       the Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S:
       1.1501 et seq., relating to the matters addressed in this Consent
       Decree.

   29. This Consent Decree may be signed in counterparts and/or by telecopy
       and, when so executed, the counterparts, taken together, will
       constitute a legally binding and enforceable instrument whether
       executed by telecopy or by original signatures.

   By: __________________________________

   Kris Anne Monteith

   Chief, Enforcement Bureau

   Federal Communications Commission

   Date: _________________________________

   By: __________________________________

   Susan C. Gordon

   Senior Vice President, Corporate Controller

   & Chief Accounting Officer

   CBS Corporation

   Date: _________________________________

   Viacom, Inc. et al., Order, 19 FCC Rcd 23100 (2004), pet. for recon.
   denied, 21 FCC Rcd 12223 (2006).

   See 47 U.S.C. S: 154(i).

   See 47 C.F.R. S:S: 0.111, 0.311.

   Viacom, Inc. et al., Order, 19 FCC Rcd 23100 (2004) ("2004 Consent
   Decree"), pet. for recon. denied, 21 FCC Rcd 12223 (2006).

   See Letter to Howard F. Jaeckel, Esq., 22 FCC Rcd 11531 (MB 2007).

   2004 Consent Decree, 19 FCC Rcd at 23105.

   Id. at 23106.

   In the Matter of Complaints Against Various Television Licensees
   Concerning Their December 31, 2004, Broadcast of the Program "Without a
   Trace," Notice of Apparent Liability for Forfeiture, 21 FCC Rcd 2732
   (2006).

   Objections, at 3.

   CBS Opposition, at 2, note 4.

   See supra n. 5.

   (Continued from previous page)

   (continued....)

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