<PAGE> 1
As filed with the Securities and Exchange Commission on August 23, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
Westinghouse Electric Corporation
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-0877540
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Address of Registrant's principal executive offices, including zip code)
Westinghouse Electric Corporation
Deferred Compensation and Stock Plan for Directors
(Full title of the plan)
ANGELINE C. STRAKA
Vice President, Secretary and Associate General Counsel
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 244-2300
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee(1)
<S> <C> <C> <C> <C>
Common
Stock,
par value
$1.00 per
share. . . 350,000 $13.25 $4,637,500 $1,599.15
<FN>
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum aggregate offering price and the registration fee are based upon
the average of the high and low prices per share of the Registrant's
Common Stock reported on the New York Stock Exchange Composite Tape on
August 21, 1995.
</TABLE>
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, each as filed by Westinghouse Electric
Corporation (the "Corporation") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended December
31, 1994.
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
(c) The Corporation's Current Report on Form 8-K dated August 1, 1995.
(d) Description of the Corporation's Common Stock contained in its
Registration Statement on Form 10 filed pursuant to the Exchange Act on May 15,
1935, as amended or updated pursuant to the Exchange Act.
All documents subsequently filed by the Corporation pursuant to Sections
13(a) 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all shares covered hereby have been sold or which deregisters all such shares
then remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the respective date of
filing of each such document. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
As of August 21, 1995, Angeline C. Straka, Vice President, Secretary and
Associate General Counsel of the Corporation, who has given an opinion as to
the legality of the securities being registered hereunder, held options to
purchase 60,275 shares of the Common Stock of the Corporation.
Item 6. Indemnification of Directors and Officers
Section 1741 of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "BCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a representative of the corporation or is or was serving at the request of
the corporation as a representative of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
Proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 1742 of the BCL empowers a corporation to
indemnify any person who was or is a party, or is threatened to
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be made a party, to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a representative of the corporation or is or
was serving at the request of the corporation as a representative of another
corporation or enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, provided that indemnification shall not be made in respect of any
claim, issue or matter as to which such person has been adjudged to be liable
to the corporation unless there is a judicial determination that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Section 1743 of the BCL provides that to the extent a representative of a
corporation has been successful on the merits or otherwise in defense of any
Proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 1745 of the BCL provides that expenses (including attorneys' fees)
incurred in defending a Proceeding may be paid by the corporation in advance of
the final disposition of such Proceeding upon receipt of an undertaking by or
on behalf of the representative to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation.
Section 1746 of the BCL provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of the BCL
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
However, Section 1746 also provides that such indemnification shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The Corporation provides for indemnification of its directors and officers
pursuant to Article ELEVENTH of the Restated Articles of Incorporation of the
Corporation and Article XVII of the By-laws of the Corporation. Article
ELEVENTH of the Restated Articles and Article XVII of the By-laws provide in
effect that, with respect to Proceedings based on acts or omissions on or after
January 27, 1987, and unless prohibited by applicable law, the Corporation
shall indemnify directors and officers against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred in
connection with any such Proceedings (subject to certain limitations in the
case of actions by such persons against the Corporation). Under Article XVII,
the Corporation shall also advance amounts to any director or officer during
the pendency of any such Proceedings against expenses incurred, provided that,
if required by law, the Corporation receives an undertaking to repay such
amount if it is ultimately determined that such person is not to be indemnified
under such Article. The indemnification provided for in such Articles is in
addition to any rights to which any director or officer may otherwise be
entitled. Article XVII of the By-laws provides that the right of a director or
officer to such indemnification and advancement of expenses shall be a contract
right and further provides procedures for the enforcement of such right.
The Corporation has purchased directors' and officers' liability insurance
policies indemnifying its officers and directors and the officers and directors
of its subsidiaries against claims and liabilities (with stated exceptions) to
which they may become subject by reason of their positions with the Corporation
or its subsidiaries as directors and officers.
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<PAGE> 4
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Corporation (incorporated by
reference to Exhibit 3(2) to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994).
4.2 By-laws of the Corporation, as amended (incorporated by reference to
Exhibit 3(c) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994).
4.4 Deferred Compensation and Stock Plan for Directors of the Corporation,
as amended.
5 Opinion of Angeline C. Straka, Vice President, Secretary and Associate
General Counsel, as to the legality of the securities being registered.
23.1 Consent of Counsel -- contained in opinion filed as Exhibit 5.
23.2 Consent of Price Waterhouse.
24 Powers of Attorney.
</TABLE>
Item 9. Undertakings
The contents of Item 9 of Registration Statement No. 33-46779 are incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Westinghouse Electric Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania, on the 23rd day of August, 1995.
Westinghouse Electric Corporation
By: /s/ Fredric G. Reynolds
----------------------------------------------------
Fredric G. Reynolds
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on August 23, 1995 in the
capacities indicated:
Signature Title
* Chairman and Chief Executive Officer
--------------------------------- (principal executive officer)
(Michael H. Jordan) and Director
* President and Director
---------------------------------
(Gary M. Clark)
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<PAGE> 5
/s/ Fredric G. Reynolds Executive Vice President and Chief
--------------------------------- Financial Officer
(Fredric G. Reynolds (principal financial officer and
principal accounting officer)
*
--------------------------------- Director
(Frank C. Carlucci)
*
--------------------------------- Director
(Robert E. Cawthorn)
*
--------------------------------- Director
(George H. Conrades)
*
--------------------------------- Director
(William H. Gray III)
*
--------------------------------- Director
(David T. McLaughlin)
*
--------------------------------- Director
(Richard M. Morrow)
*
--------------------------------- Director
(Richard R. Pivirotto)
*
--------------------------------- Director
(Dr. Paula Stern)
*
--------------------------------- Director
(Robert D. Walter)
*By /s/ Fredric G. Reynolds
-----------------------
Fredric G. Reynolds
Attorney-In-Fact
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation of the Corporation *
(incorporated by reference to Exhibit 3(2) to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994).
4.2 By-laws of the Corporation, as amended (incorporated by *
reference to Exhibit 3(c) to the Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1994).
4.4 Deferred Compensation and Stock Plan for Directors of 7
the Corporation, as amended.
5 Opinion of Angeline C. Straka, Vice President, 35
Secretary and Associate General Counsel, as to the
legality of the securities being registered.
23.1 Consent of Counsel -- contained in opinion filed 35
as Exhibit 5.
23.2 Consent of Price Waterhouse. 36
24 Powers of Attorney. 37
<FN>
*Incorporated by reference.
</TABLE>
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<PAGE> 1
Exhibit 4.4
DEFERRED COMPENSATION AND STOCK PLAN
FOR DIRECTORS
(AS AMENDED AS OF APRIL 26, 1995)
SECTION 1. INTRODUCTION
1.1 Establishment. Westinghouse Electric Corporation, a Pennsylvania
corporation (the "Company"), has established the Deferred Compensation and
Stock Plan for Directors as amended as of April 26, 1995 (the "Plan") for those
directors of the Company who are neither officers nor employees of the Company.
The Plan provides (i) for the grant of awards in the form of Common Stock
Equivalents to Directors prior to April 26, 1995 and in the form of Stock
Options to Directors beginning April 26, 1995, and (ii) the opportunity for the
Directors to defer receipt of all or a part of their cash compensation through
a tax effective investment mechanism. Unless otherwise provided for herein,
the term Company includes Westinghouse Electric Corporation and its
subsidiaries.
1.2 Purposes. The purposes of the Plan are to encourage the Directors to
own shares of the Company's stock and thereby to align their interests more
closely with the interests of the other shareholders of the Company, to
encourage the highest level of Director performance by providing the Directors
with a direct
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interest in the Company's attainment of its financial goals, and to provide a
financial incentive that will help attract and retain the most qualified
Directors.
1.3 Effective Date of Amendment. This Plan shall be effective on the
date on which the amendment to the Deferred Stock and Compensation Plan for
Directors is approved by the common shareholders of the Corporation. In the
event that this amendment is not so approved, the Deferred Stock and
Compensation Plan for Directors as in effect prior to the amendment shall
remain in full force and effect.
SECTION 2. DEFINITIONS
2.1 Definitions. The following terms shall have the meanings set forth
below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CASH ACCOUNT" means the account established by the Company in
respect of each Director pursuant to Section 6.3 hereof and to which will be
credited annual retainer and/or fees and other amounts deferred pursuant to the
Plan.
(c) "CAUSE" means any act of (a) fraud or intentional
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misrepresentation, or (b) embezzlement, misappropriation or conversion of
assets or opportunities of the Company or any of its direct or indirect
majority-owned subsidiaries.
(d) "CHANGE IN CONTROL" shall have the meaning assigned to it in
Section 8.2 hereof.
(e) "COMMITTEE" means the Compensation Committee of the Board or any
successor established by the Board.
(f) "COMMON STOCK EQUIVALENT" means a hypothetical share of Stock
which shall have a value on any date equal to the mean of the high and low
prices of the Stock as reported by the composite tape of the New York Stock
Exchange on that date.
(g) "COMMON STOCK EQUIVALENT AWARD" means an award of Common Stock
Equivalents granted to a Director pursuant to Section 5 of the Plan.
(h) "DEBENTURE" means a hypothetical debenture of the Company that
has a face value of $100, bears interest at a rate equal to the seven year U.S.
Treasury Bond rate (beginning January 1, 1995, the ten year U.S. Treasury Bond
rate) in effect the week prior to the regular January meeting of the Board (or,
if no such meeting is held, the week prior to the first trading
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day of the New York Stock Exchange in February) in the year in respect of which
deferred amounts are earned, and is convertible into Stock at a conversion rate
determined by dividing $100 by the mean of the high and low prices of the Stock
as reported by the composite tape of the New York Stock Exchange on the date
the Debenture is credited to the Deferred Debenture Account pursuant to Section
6.3 hereof.
(i) "DEFERRED DEBENTURE ACCOUNT" means the account established by the
Company in respect of each Director pursuant to Section 6.3 hereof and to which
will be credited Debentures and other amounts pursuant to the Plan.
(j) "DEFERRED STOCK ACCOUNT" means the account established by the
Company in respect of each Director pursuant to Section 5.2 hereof and to which
will be credited Common Stock Equivalents pursuant to the Plan.
(k) "DIRECTOR" means a member of the Board who is neither an officer
nor an employee of the Company. For purposes of the Plan, an employee is an
individual whose wages are subject to the withholding of federal income tax
under section 3401 of the Internal Revenue Code, and an officer is an
individual elected or appointed by the Board or chosen in such other manner as
may be prescribed in the By-laws of the Company to serve as such.
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(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.
(m) "FAIR MARKET VALUE" means the mean of the high and low prices of
the Stock as reported by the composite tape of the New York Stock Exchange (or
such successor reporting system as shall be selected by the Committee) on the
relevant date or, if no sale of the Stock shall have been reported for that
day, the average of such prices on the next preceding day and the next
following day for which there were reported sales.
(n) "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986,
as amended from time to time.
(o) "STOCK" means the $1.00 par value Common Stock of the Company.
(p) "STOCK OPTION" means a non-statutory stock option to purchase
shares of Stock for a purchase price per share equal to the "Exercise Price"
(as defined in Section 7.2(a) below) in accordance with the provisions of the
Plan.
2.2 Gender and Number. Except when otherwise indicated
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by the context, the masculine gender shall also include the feminine gender,
and the definition of any term herein in the singular shall also include the
plural.
SECTION 3. PLAN ADMINISTRATION
(a) The Plan shall be administered by the Committee. The
members of the Committee shall be members of the Board appointed by the Board,
and any vacancy on the Committee shall be filled by the Board.
The Committee shall keep minutes of its meetings and of any action taken
by it without a meeting. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present shall be the acts of the Committee. Any action that
may be taken at a meeting of the Committee may be taken without a meeting if a
consent or consents in writing setting forth the action so taken shall be
signed by all of the members of the Committee. The Committee shall make
appropriate reports to the Board concerning the operations of the Plan.
(b) Subject to the limitations of the Plan, the Committee shall
have the sole and complete authority: (i) to impose such limitations,
restrictions and conditions upon such awards as it shall deem appropriate, (ii)
to interpret the Plan
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and to adopt, amend and rescind administrative guidelines and other rules and
regulations relating to the Plan and (iii) to make all other determinations and
to take all other actions necessary or advisable for the implementation and
administration of the Plan. Notwithstanding the foregoing, the Committee shall
have no authority, discretion or power to select the Directors who will receive
awards pursuant to the Plan, determine the awards to be granted pursuant to the
Plan, the number of shares of Stock to be issued thereunder or the price
thereof or the time at which such awards are to be granted, establish the
duration and nature of awards or alter any other terms or conditions specified
in the Plan, except in the sense of administering the Plan subject to the
provisions of the Plan. The Committee's determinations on matters within its
authority shall be conclusive and binding upon the Company and all other
persons. The Plan shall be interpreted and implemented in a manner so that
Directors will not fail, by reason of the Plan or its implementation, to be
"disinterested persons" within the meaning of Rule 16b-3 under Section 16 of
the Exchange Act, as such rule may be amended.
(c) The Committee shall act on behalf of the Company as sponsor
of the Plan. All expenses associated with the Plan shall be borne by the
Company.
7
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SECTION 4. STOCK SUBJECT TO THE PLAN
4.1 Number of Shares. 500,000 shares of Stock are authorized for
issuance under the Plan in accordance with the provisions of the Plan, subject
to adjustment and substitution as set forth in this Section 4. This
authorization may be increased from time to time by approval of the Board and
by the shareholders of the Company if such shareholder approval is required.
The Company shall at all times during the term of the Plan retain as authorized
and unissued Stock at least the number of shares from time to time required
under the provisions of the Plan, or otherwise assure itself of its ability to
perform its obligations hereunder.
4.2 Other Shares of Stock. Any shares of Stock that are subject to a
Common Stock Equivalent Award, a Stock Option Award or a Debenture and which
are forfeited, any shares of Stock that for any other reason are not issued to
a Director, and any shares of Stock tendered by a Director to pay the Exercise
Price of a Stock Option shall automatically become available again for use
under the Plan if Rule 16b-3 under the Exchange Act and interpretations of the
Securities and Exchange Commission or its Staff thereunder permit such share
replenishment.
4.3 Adjustments Upon Changes in Stock. If there shall be
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any change in the Stock of the Company, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, spinoff, split
up, dividend in kind or other change in the corporate structure or
distribution to the shareholders, appropriate adjustments may be made by the
Committee (or if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) in the
aggregate number and kind of shares subject to the Plan, and the number and
kind of shares which may be issued under the Plan. Appropriate adjustments may
also be made by the Committee in the terms of any awards or Debentures under
the Plan to reflect such changes and to modify any other terms of outstanding
awards on an equitable basis as the Committee in its discretion determines.
SECTION 5. COMMON STOCK EQUIVALENT AWARDS
5.1 Grants of Common Stock Equivalent Awards. Common Stock Equivalents
equal to 400 shares of Stock shall be granted automatically each year,
immediately following the Annual Meeting (as described in the Company's
By-laws) up to but not including the Annual Meeting held in 1995, to each
Director elected at such meeting or then continuing to serve on the Board
subsequent to such meeting. In addition, if a person is elected to the Board
at any time other than at an Annual Meeting and prior to the Annual Meeting
held in 1995, whether by action of the shareholders of the Company or the
Board, such person upon
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becoming a Director shall be granted automatically (i) if such election shall
occur after the Annual Meeting and prior to July 1, Common Stock Equivalents
equal to 300 shares of Stock, (ii) if such election shall occur on or after
July 1 and prior to October 1, Common Stock Equivalents equal to 200 shares of
Stock, and (iii) if such election shall occur on or after October 1 and prior
to January 1 of the following year, Common Stock Equivalents equal to 100
shares of Stock. All Common Stock Equivalents granted pursuant to this Section
5.1 shall be adjusted as provided in Section 4.3.
5.2 Deferred Stock Account. A Deferred Stock Account shall be
established for each Director elected prior to the Annual Meeting held in 1995.
The Deferred Stock Account shall consist of compensation in the form of Common
Stock Equivalents awarded to the Director hereunder by the Company plus Common
Stock Equivalents credited to the Deferred Stock Account in respect of
dividends and other distributions on the Stock pursuant to Sections 5.3 and
5.4.
5.3 Hypothetical Investment. Compensation awarded hereunder in the form
of Common Stock Equivalents is assumed to be a hypothetical investment in
shares of Stock, and will be adjusted to reflect stock dividends, splits and
reclassifications and as otherwise set forth in Section 4.3.
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5.4 Hypothetical Dividends. Dividends and other distributions on Common
Stock Equivalents shall be deemed to have been paid as if such Common Stock
Equivalents were actual shares of Stock issued and outstanding on the
respective record or distribution dates. Common Stock Equivalents shall be
credited to the Deferred Stock Account in respect of cash dividends and any
other securities or property issued on the Stock in connection with
reclassifications, spinoffs and the like on the basis of the value of the
dividend or other asset distributed and the value of the Common Stock
Equivalents on the date of the announcement of the dividend or asset
distribution, all at the same time and in the same amount as dividends or other
distributions are paid or issued on the Stock. Fractional shares shall be
credited to a Director's Deferred Stock Account cumulatively but the balance of
shares of Common Stock Equivalents in a Director's Deferred Stock Account shall
be rounded to the next highest whole share for any payment to such Director
pursuant to Section 5.6 hereof.
5.5 Statement of Account. A statement will be sent to each Director as
to the balance of his Deferred Stock Account at least once each calendar year.
5.6 Payment of Deferred Stock. Upon termination of services as a
Director, the balance of the Director's Deferred
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Stock Account shall be paid to such director in Stock in January of the year
following the year of termination of services as a Director on the basis of one
share of Stock for each Common Stock Equivalent in such Director's Deferred
Stock Account.
5.7 Payments to a Deceased Director's Estate. In the event of a
Director's death before the balance of his Deferred Stock Account is fully paid
to him, payment of the balance of the Director's Deferred Stock Account shall
then be made to his estate in the time and manner selected by the Committee in
the absence of a designation of a beneficiary pursuant to Section 5.8 hereof.
The Committee may take into account the application of any duly appointed
administrator or executor of a Director's estate and direct that the balance of
the Director's Deferred Stock Account be paid to his estate in the manner
requested by such application.
5.8 Designation of Beneficiary. A Director may designate a beneficiary
in a form approved by the Committee.
SECTION 6. DEFERRAL OF COMPENSATION
6.1 Amount of Deferral. A Director may elect to defer receipt of all
or a specified portion of the cash annual retainers and/or cash meeting fees
otherwise payable to the Director for serving on the Board or any committee
thereof.
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6.2 Manner of Electing Deferral. A Director shall make elections
permitted hereunder by giving written notice to the Company in a form approved
by the Committee. The notice shall include: (i) the percentage of meeting fees
and/or annual retainer to be deferred which amount must be stated in whole
increments of 5 percent; and (ii) the time as of which deferral is to commence.
Notwithstanding the foregoing, the election by a Director to participate in the
Company's Deferral Program for Directors, which this Plan amends, shall
continue in full force and effect with respect to this Plan without any action
required to be taken by such Director and such election shall be deemed to be
an election by a Director to defer such Director's cash compensation paid by
the Company in respect of annual retainers and meeting fees.
6.3 Accounts. A Cash Account and a Deferred Debenture Account shall be
established for each Director electing to defer hereunder. Each Cash Account
shall be credited with the amounts deferred on the date such compensation is
otherwise payable. Such deferred amounts shall accrue interest from time to
time at a rate equal to the seven year U.S. Treasury Bond rate (beginning
January 1, 1995, the ten year U.S. Treasury Bond rate) in effect the week prior
to the regular January meeting of the Board (or, if no such meeting is held,
the week prior to the first trading day of the New York Stock Exchange in
February) in the year in
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respect of which such deferred amounts are earned until the last trading day of
the New York Stock Exchange prior to the regular January meeting of the Board
(or, if no such meeting is held, until the first trading day of February) in
the year following the year in respect of which deferred amounts are earned, at
which time such deferred amounts, including interest, shall be invested in
Debentures and credited to the Deferred Debenture Account. Deferred amounts
shall be credited to the Deferred Debenture Account only in $100 amounts.
Fractional amounts of $100 shall remain in the Cash Account and continue to
accrue interest.
6.4 Time for Electing Deferral. Any election to (i) defer cash annual
retainer and/or cash meeting fees, (ii) alter the portion of such amounts
deferred, or (iii) revoke an election to defer such amounts, must be made no
later than six months prior to the time such compensation is earned by the
Director or, if permitted by the rules under Section 16 of the Exchange Act, no
later than six months prior to the time such deferred compensation is invested
in Debentures and credited to the Deferred Debenture Account pursuant to
Section 6.3 hereof. An election to commence a deferral may be made at any time
in accordance with the procedures set forth in Section 6.2. Any election so
made shall remain in effect beginning six months from the date of election
until the Director ceases to be a Director
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or six months from the date the Director elects in writing to change his
election.
6.5 Payment of Deferred Amounts. Payments from a Deferred Debenture
Account shall be made in five consecutive annual installments beginning in the
January following the Director's termination of service. Payments from a
Deferred Debenture Account shall consist of accumulated interest on the
Debentures (which amount shall only be payable in cash) plus the greater value
of (i) the face value of the Debentures or (ii) the shares of Stock into which
the Debentures are convertible. In the event the value of the payment is
determined by the amount referred to in clause (i), payment shall be made in
cash. In the event such value is determined by clause (ii), such payment shall
be made in Stock, other than the value of fractional shares which will be paid
in cash.
6.6 Payments to a Deceased Director's Estate. In the event of a
Director's death before the balance of his Cash Account or Deferred Debenture
Account is fully paid to him, payment of the balance of the Cash Account or
Deferred Debenture Account shall then be made to his estate in the time and
manner selected by the Committee in the absence of a designation of a
beneficiary pursuant to Section 6.7 hereof. The Committee may take into
account the application of any duly appointed
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administrator or executor of a Director's estate and direct that the balance of
the Director's Cash Account or Deferred Debenture Account be paid to his estate
in the manner requested by such application.
6.7 Designation of Beneficiary. A Director may designate a beneficiary
in a form approved by the Committee.
SECTION 7. STOCK OPTION AWARDS
7.1 Grants of Stock Option Awards.
(a) Stock Options for 3,000 shares of Stock shall be granted
automatically each year, immediately following the Annual Meeting (as described
in the Company's By-laws), beginning with the Annual Meeting held in 1995, to
each Director elected at such meeting or then continuing to serve on the Board
subsequent to such meeting. In addition, if a person is elected to the Board
at any time after the Annual Meeting held in 1995 and other than at an Annual
Meeting, whether by action of the shareholders of the Company or the Board,
such person upon becoming a Director shall be granted automatically (i) if such
election shall occur after the Annual Meeting and prior to July 1, Stock
Options for 2,250 shares of Stock, (ii) if such election shall occur on or
after July 1 and prior to October 1, Stock Options for 1,500 shares of Stock,
and (iii) if such election shall occur on or
16
<PAGE> 17
after October 1 and prior to January 1 of the following year, Stock Options for
750 shares of Stock.
(b) Stock Options for 750 shares of Stock shall be granted
automatically each year, immediately following the Annual Meeting and the
organization meeting of the Board related to such Annual Meeting, beginning
with the Annual Meeting and related organization meeting held in 1995, to each
Director elected at such organization meeting to serve as Chair of a standing
Committee of the Board.
(c) All Stock Options granted pursuant to Section 7.1 shall be
adjusted as provided in Section 4.3.
7.2 Terms and Conditions of Stock Options. Stock Options granted under
the Plan shall be subject to the following terms and conditions:
(a) EXERCISE PRICE. The purchase price at which each Stock
Option may be exercised ("Exercise Price") shall be determined as follows: on
any date of grant pursuant to Section 7.1 above ("Grant Date"), (i) Stock
Options for two thirds of the option shares granted on the Grant Date shall
have an Exercise Price per share at 100% of Fair Market Value on the Grant Date
and (ii) Stock Options for the remaining one third of the option
17
<PAGE> 18
shares granted on the Grant Date shall have an Exercise Price per share at 125%
of Fair Market Value on the Grant Date.
(b) EXERCISABILITY. Subject to the terms and conditions of the
Plan and of the agreement referred to in Section 7.2(i), a Stock Option may be
exercised in whole or in part upon written notice of exercise to the Company
commencing on the first day after the Grant Date and until it terminates.
During a Director's lifetime, a Stock Option may be exercised only by the
Director or the Director's guardian or legal representative.
(c) MANDATORY HOLDING OF STOCK. Except as otherwise provided in
Section 7.5, any Stock acquired on exercise of a Stock Option must be held by
the grantee for a minimum of (1) three years from the date of exercise, (2) two
years from the date the grantee ceases to be a director of the Company, or (3)
until the occurrence of a Change of Control, whichever first occurs (the
"Holding Period").
(d) OPTION TERM. The term of a Stock Option (the "Option Term")
shall be the period of ten years from its Grant Date or until the date the
Stock Option ceases to be exercisable as provided in Section 7.2(g), whichever
is earlier.
18
<PAGE> 19
(e) PAYMENT OF EXERCISE PRICE. Stock purchased on exercise of a
Stock Option must be paid for as follows: (1) in cash or by check (acceptable
to the Company in accordance with guidelines established for this purpose),
bank draft or money order payable to the order of the Company, (2) through the
delivery of shares of Stock which are then outstanding and which have a Fair
Market Value on the last business day preceding the date of exercise equal to
the Exercise Price, (3) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the Exercise Price, or (4) by a combination of the permissible forms of
payment; provided, that any portion of the Exercise Price representing a
fraction of a share must be paid in cash and no share of Stock held for less
than six months may be delivered in payment of the Exercise Price of a Stock
Option.
(f) RIGHTS AS A SHAREHOLDER. The holder of a Stock Option will
not have any of the rights of a shareholder with respect to any shares of Stock
subject to the Stock Option until such shares are issued by the Company
following the exercise of the Stock Option.
(g) TERMINATION OF ELIGIBILITY. If a grantee ceases to be a
Director for any reason, any outstanding Stock Options shall be exercisable
according to the following provisions:
19
<PAGE> 20
(1) If a grantee ceases to be a Director for any
reason other than removal for Cause or death, any outstanding Stock Options
held by such grantee shall be exercisable by the grantee at any time prior to
the expiration of the Option Term;
(2) If a grantee is removed from office as a
director of the Company for Cause, any outstanding Stock Options held by such
grantee shall be exercisable by the grantee at any time prior to the expiration
of the Option Term or on or before the date the grantee is so removed from
office, whichever first occurs; and
(3) Following the death of a grantee while a
Director or after the grantee ceased to be a Director for any reason other than
removal for Cause, any Stock Options that are outstanding and exercisable by
such grantee at the time of death shall be exercisable by the person or persons
entitled to do so under the grantee's will, by a properly designated
beneficiary in the event of death, or by the person or persons entitled to do
so under the applicable laws of descent and distribution at any time prior to
the earlier of (a) the expiration of the Option Term and (b) two years after
the date of death.
(h) TERMINATION OF STOCK OPTION. A Stock Option shall terminate
on the earlier of (1) exercise of the Stock
20
<PAGE> 21
Option in accordance with the terms of the Plan, and (2) the expiration of the
Option Term as specified in Sections 7.2(d) and 7.2(g).
(i) STOCK OPTION AGREEMENT. All Stock Options shall be
confirmed by an agreement, or an amendment thereto, which shall be executed on
behalf of the Company by the Chief Executive Officer, the President or any Vice
President and by the grantee.
(j) GENERAL RESTRICTION.
(1) The obligation of the Company to issue Stock
pursuant to Stock Options under the Plan shall be subject to the condition
that, if at any time the Committee shall determine that (a) the listing,
registration or qualification of shares of Stock upon any securities exchange
or under any state or federal law or (b) the consent or approval of any
government or regulatory body is necessary or desirable, then such Stock shall
not be issued unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free from any conditions not
acceptable to the Committee.
(2) Shares of Stock for use under the provisions
of this Section 7 shall not be issued until they have been duly listed, upon
official notice of issuance, upon the New York Stock Exchange and such other
exchanges, if any, as the Board of
21
<PAGE> 22
Directors of the Company shall determine, and a registration statement under
the Securities Act of 1933 with respect to such shares shall have become, and
be, effective.
Subject to the foregoing provisions of this Section 7.2 and the other
provisions of the Plan, any Stock Option granted under the Plan shall be
subject to such restrictions and other terms and conditions, if any, as shall
be determined, in its discretion, by the Committee and set forth in the
agreement referred to in Section 7.2(i), or an amendment thereto; provided,
that in no event shall the Committee or the Board have any power or authority
which would cause the Directors to cease to be "disinterested persons" or
transactions pursuant to the Plan to cease to be exempt from the provisions of
Section 16(b) of the Exchange Act under Rule 16b-3.
7.3 Annual Statement. A statement will be sent to each Director as to
the status of his Stock Options at least once each calendar year.
7.4 Designation of a Beneficiary. A Director may designate a
beneficiary to hold and exercise outstanding Stock Options in accordance with
the Plan in the event of the Director's death.
22
<PAGE> 23
7.5 Holding Period Applicable to a Deceased Grantee's Estate. As long
as at least six months have elapsed since the Grant Date, a properly designated
beneficiary or a person holding a Stock Option under a deceased grantee's will
or under the applicable laws of descent or distribution exercising a Stock
Option in accordance with Section 7.2(g) will not be subject to the Holding
Period with respect to shares of Stock received on exercise of a Stock Option.
SECTION 8. CHANGE OF CONTROL
8.1 Settlement of Compensation. In the event of a Change in Control of
the Company as defined herein, (a) (i) to the extent not already vested, all
benefits hereunder shall be vested immediately, and (ii) awards as to a period
of time less than a full year may be made as the Committee may determine as of
the date of such Change in Control and then paid on such basis and in such form
as the Committee may prescribe; and (b) the value of all unpaid benefits and
deferred amounts shall be paid in cash to PNC Bank, N.A. (formerly known as
Pittsburgh National Bank), the trustee pursuant to a trust agreement dated
November 24, 1987, or any successor trustee, or otherwise on such terms as the
Committee may prescribe or permit. For purposes of this paragraph, the value
of deferred amounts shall be equal to the sum of (i) the value of all Common
Stock Equivalent Awards then held in such Director's Deferred Stock Account
(the value of
23
<PAGE> 24
which shall be based upon the highest price of the Stock as reported by the
composite tape of the New York Stock Exchange during the thirty days
immediately preceding the Change in Control) and (ii) the greater value of (x)
the cash amount equal to the face value of the Debentures plus cash equal to
accrued interest or (y) the number of shares of Stock into which the Debentures
are convertible (the value of which shall be based upon the highest price of
the Stock as reported by the composite tape of the New York Stock Exchange
during the thirty days immediately preceding the Change in Control), plus cash
equal to accrued interest.
8.2 Definition of Change in Control. A Change in Control shall mean
the occurrence of one or more of the following events:
(a) there shall be consummated (i) any consolidation or merger
of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Stock would be
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Company's Stock immediately prior to the
merger have the same proportionate ownership of Common Stock of the surviving
corporation immediately after the merger, or (ii) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the
24
<PAGE> 25
assets of the Company, or (b) the shareholders of the Company shall approve of
any plan or proposal for the liquidation or dissolution of the Company, or (c)
(i) any person (as such term is defined in Section 13(d) of the Exchange Act),
corporation or other entity shall purchase any Stock of the Company (or
securities convertible into the Company's Stock) for cash, securities or any
other consideration pursuant to a tender offer or exchange offer, unless, prior
to the making of such purchase of Stock (or securities convertible into Stock),
the Board shall determine that the making of such purchase shall not constitute
a Change in Control, or (ii) any person (as such term is defined in Section
13(d) of the Exchange Act), corporation or other entity (other than the Company
or any benefit plan sponsored by the Company or any of its subsidiaries) shall
become the "beneficial owner" (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing twenty percent or more of the combined voting power of the
Company's then outstanding securities ordinarily (and apart from any rights
accruing under special circumstances) having the right to vote in the election
of directors (calculated as provided in Rule 13d-3(d) in the case of rights to
acquire any such securities), unless, prior to such person so becoming such
beneficial owner, the Board shall determine that such person so becoming such
beneficial owner shall not constitute a Change in Control, or (d) at any time
during any period of two consecutive
25
<PAGE> 26
years individuals who at the beginning of such period constituted the entire
Board shall cease for any reason to constitute at least a majority thereof,
unless the election or nomination for election of each new director during such
two-year period is approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such two-year
period.
SECTION 9. ASSIGNABILITY
The right to receive payments or distributions hereunder (including
any "derivative security" issued pursuant to the Plan, as such term is defined
by the rules promulgated under Section 16 of the Exchange Act) and any Stock
Options granted hereunder shall not be transferable or assignable by a Director
other than by will, by the laws of descent and distribution, to a properly
designated beneficiary in the event of death, or pursuant to a domestic
relations order as defined by Section 414(p)(1)(B) of the Internal Revenue Code
or the rules thereunder that satisfies Section 414(p)(1)(A) of that Code or the
rules thereunder. In addition, Stock acquired on exercise of a Stock Option
shall not be transferable prior to the end of the applicable Holding Period, if
any, set forth in Sections 7.2(a) and 7.5, other than by will, by transfer to a
properly designated beneficiary in the event of death, by the applicable laws
of descent and distribution or pursuant to a domestic relations
26
<PAGE> 27
order as defined by Section 414(p)(1)(B) of the Internal Revenue Code or the
rules thereunder that satisfies Section 414(p)(1)(A) of that Code or the rules
thereunder.
SECTION 10. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time terminate, and from time to time may amend
or modify the Plan, provided, however, that no amendment or modification may
become effective without approval of the amendment or modification by the
shareholders if shareholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements and provided further, that
no amendment or modification shall be made more than once every six months that
would change the amount, price, or timing of the Common Stock Equivalent Awards
or Stock Option Awards hereunder, other than to comport with changes in the
Internal Revenue Code, the Employment Retirement Income Security Act, or the
rules promulgated thereunder.
SECTION 11. REQUIREMENTS OF LAW
11.1 Federal Securities Law Requirements. Transactions pursuant to the
Plan shall be subject to all conditions required under Rule 16b-3 to qualify
such transactions for any exemption from the provisions of Section 16(b) of the
Exchange Act available under that Rule.
27
<PAGE> 28
11.2 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.
28
<PAGE> 1
Exhibits 5 and 23.1
August 23, 1995
Westinghouse Electric Corporation
11 Stanwix Street
Pittsburgh, PA 15222
Re: Westinghouse Electric Corporation
---------------------------------
Common Stock, $1.00 par value
-----------------------------
350,000 shares
--------------
Deferred Compensation and Stock Plan for Directors, as amended (the "Plan")
---------------------------------------------------------------------------
Ladies and Gentlemen:
This opinion is being submitted in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, in respect of 350,000 shares of the Common Stock, par value $1.00 per
share (the "Common Stock") of Westinghouse Electric Corporation (the
"Corporation").
I have examined and am familiar with the Restated Articles and the
By-laws, both as amended, of the Corporation, a Pennsylvania corporation. I am
of the opinion that the Corporation is a duly organized and validly existing
corporation under the laws of the Commonwealth of Pennsylvania.
I am further of the opinion that the corporate proceedings to
authorize the issuance of 350,000 shares of Common Stock for use under the Plan
have been duly taken in accordance with the applicable law, and that said
350,000 shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 350,000 shares reserved,
when issued as provided in the Plan and the corporate proceedings related
thereto, will be legally issued, fully paid and nonassessable.
I know that I am referred to in the Registration Statement relating to
the Common Stock and I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing as an exhibit
to such Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ Angeline C. Straka
Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1995, appearing on page
26 of Westinghouse Electric Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 55 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
August 23, 1995
<PAGE> 1
Exhibit 24
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 1st day of May, 1995.
/s/ Frank C. Carlucci
---------------------
<PAGE> 2
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 29th day of April, 1995.
/s/ R. E. Cawthorn
------------------
<PAGE> 3
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 27th day of April, 1995.
/s/ Gary M. Clark
-----------------
<PAGE> 4
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 27th day of April, 1995.
/s/ George H. Conrades
----------------------
<PAGE> 5
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 2nd day of May, 1995.
/s/ William D. Gray III
------------------------
<PAGE> 6
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 27th day of April, 1995.
/s/ Michael H. Jordan
---------------------
<PAGE> 7
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 28th day of April, 1995.
/s/ David T. McLaughlin
-----------------------
<PAGE> 8
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 27th day of April, 1995.
/s/ Richard M. Morrow
---------------------
<PAGE> 9
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 27th day of April, 1995.
/s/ Richard R. Pivirotto
------------------------
<PAGE> 10
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 1st day of May, 1995.
/s/ Paula Stern
---------------
<PAGE> 11
DEFERRED COMPENSATION
---------------------
AND STOCK PLAN FOR
------------------
DIRECTORS
---------
POWER OF ATTORNEY
-----------------
The undersigned director and/or officer, or both, of WESTINGHOUSE
ELECTRIC CORPORATION, a Pennsylvania corporation (Westinghouse), which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration under said Act of Three Hundred
Fifty Thousand (350,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's Deferred Compensation and
Stock Plan for Directors, as amended, hereby constitutes and appoints Michael
H. Jordan, Gary M. Clark, Fredric G. Reynolds, and Louis J. Valerio, his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the others, his/her true and lawful attorney-in-fact and agent,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign said Registration Statement, and any and all amendments thereto, with
power where appropriate to affix the corporate seal of Westinghouse thereto and
to attest said seal, and to file said Registration Statement and each such
amendment, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 1st day of May, 1995.
/s/ R. D. Walter
----------------
