<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
1991 Long-Term Incentive Plan
(Full title of the plan)
ANGELINE C. STRAKA, ESQ.
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 . . . . . 7,500,000 $13.25 $99,375,000 $34,267.48
<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>
- 1 -
<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
- 2 -
<PAGE> 3
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.
- 3 -
<PAGE> 4
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
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 1991 Long-Term Incentive Plan 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 LLP.
24 Powers of Attorney.
Item 9. Undertakings
The contents of Item 9 of Registration Statement No. 33-53819 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)
- 4 -
<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
- 5 -
<PAGE> 6
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
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 1991 Long-Term Incentive Plan of the Corporation, *
as amended.
5 Opinion of Angeline C. Straka, Vice President, Secretary 7
and Associate General Counsel, as to the legality of the
securities being registered.
23.1 Consent of Counsel -- contained in opinion filed as 7
Exhibit 5.
23.2 Consent of Price Waterhouse. 8
24 Powers of Attorney. 9
*Incorporated by reference.
- 6 -
<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
-----------------------------
7,500,000 shares
----------------
1991 Long-Term Incentive Plan, 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 7,500,000 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 7,500,000 shares of Common Stock for use under the
Plan have been duly taken in accordance with the applicable law, and that said
7,500,000 shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 7,500,000 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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 H. Gray III
-----------------------
<PAGE> 6
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
1991 LONG-TERM INCENTIVE PLAN
-----------------------------
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 seven and one half
million (7,500,000) shares of common stock, par value $1.00 per share, of the
Corporation, in connection with the Corporation's 1991 Long-Term Incentive
Plan, 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
----------------
