As filed with the Securities and Exchange Commission on
February 15, 2000
Registration No. 333-______
------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
CBS 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.)
----------------------------------------------------
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 975-4321
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive
Offices)
----------------------------------------------------
WESTINGHOUSE SAVINGS PROGRAM
CBS EMPLOYEE INVESTMENT FUND
INFINITY BROADCASTING CORPORATION EMPLOYEES' 401(k) PLAN
INFINITY BROADCASTING CORPORATION UNION EMPLOYEES' 401(k)
PLAN
(Full Title of Plan)
----------------------------------------------------
ANGELINE C. STRAKA
VICE PRESIDENT, SECRETARY AND DEPUTY GENERAL COUNSEL
CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 975-4321
(Name and Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
----------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
regist- regist- per offering registration
ered ered share(2) price(2) fee(3)
- --------- ------- ---------- ------------ ------------
- --
Common
Stock,
par value
$1.00 per
share 7,000,000 $64.50 $451,500,000 $125,517.00
Series A
Preferred
Stock
Purchase
Rights 7,000,000 (4) (4) (4)
----------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933,this Registration Statement also
covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans
described herein.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, based upon the high and low
prices per share of the Registrant's Common Stock as
reported on the New York Stock Exchange on February 14,
2000.
(3) Calculated by multiplying its aggregate amount by
.000278.
(4) The Series A Preferred Stock Purchase Rights of CBS
Corporation are attached to and trade with the shares
of CBS Common Stock being registered hereby. The value
attributable to such Series A Preferred Stock Purchase
Rights, if any, is reflected in the market price of CBS
Common Stock.
- ------------------------------------------------------------
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers
7,000,000 additional shares of common stock, par value $1.00
per share (the "Common Stock"), of CBS Corporation ("CBS")
for issuance pursuant to the Westinghouse Savings Program,
the CBS Employee Investment Fund, the Infinity Broadcasting
Corporation Employees' 401(k) Plan, and the Infinity
Broadcasting Corporation Union Employees' 401(k) Plan
(collectively, the "Plans").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, each as filed with the
Securities and Exchange Commission, are incorporated as
of their respective dates in this Registration
Statement by reference:
* CBS's Annual Report on Form 10-K, as amended by
Form 10-K/A, for the year ended December 31, 1998
* The Annual Reports on Form 11-K for the year ended
December 31, 1998 of the Westinghouse Savings
Program, the CBS Employee Investment Fund, the
Infinity Broadcasting Corporation Employees'
401(k) Plan, and the Infinity Broadcasting
Corporation Union Employees' 401(k) Plan
* All other reports filed by CBS pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934 since December 31, 1998
* The description of risk factors and unaudited pro
forma financial information relating to the Viacom
Inc./CBS transactions contained in the Definitive
Joint Proxy Statement dated November 26, 1999
filed with the SEC by CBS in connection with the
pending Viacom Inc./CBS merger
* The description of CBS Common Stock contained in
CBS's registration statement on Form 10 dated May
15, 1935 as amended or updated pursuant to the
Securities Exchange Act of 1934
References within this document to:
* The Form 10-K for the year ended December 31, 1998
refer to that Form 10-K as amended by the Form 10-
K/A, and
* The Form 10-Q for the quarter ended March 31,
1999, refer to that Form 10-Q as amended by the
Form 10-Q/A
Annual Reports on Form 11-K subsequently filed by the
Plans pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, and all reports and other documents
subsequently filed by CBS pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, will be deemed to be
incorporated by reference in this Registration Statement and
to be a part of this Registration Statement from the
respective date of filing of each of those documents until
the filing of a post-effective amendment to this
Registration Statement which indicates either that all
securities offered by this Registration Statement have been
sold or which deregisters all of the securities under this
Registration Statement then remaining unsold. Any statement
contained in this Registration Statement or in a document
incorporated or deemed to be incorporated by reference in
this Registration Statement will be deemed to be modified or
superseded for purposes of this Registration Statement to
the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded will 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
Vernon J. Carpenter, Tax Counsel for CBS and Infinity
Broadcasting Corporation ("Infinity"), has provided an
opinion regarding the Plans' compliance with the
qualification requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended. Mr. Carpenter is an
employee of CBS and a participant in one of the Plans. As
of February 14, 2000, Mr. Carpenter beneficially owned 6,819
shares of CBS Common Stock, including 6,333 shares issuable
on exercise of stock options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
CBS is incorporated under the laws of the Commonwealth
of Pennsylvania.
Section 1741 of the Pennsylvania Business Corporation
Law ("PBCL") empowers a Pennsylvania 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, whether civil, criminal,
administrative or investigative, other than an action by or
in the right of the corporation, 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 or her in connection with such action or proceeding,
if he or she acted in good faith and in a manner he or she
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
or her conduct was unlawful. Section 1742 of the PBCL
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 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 or her in connection with the defense or settlement
of the action if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided
that indemnification will 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 PBCL provides that to the extent
that a representative of a corporation has been successful
on the merits or otherwise in defense of any action or
proceeding, or in defense of any claim, issue or matter in
such action or proceeding, he or she will be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him or her in connection with such
action or proceeding.
Section 1745 of the PBCL provides that expenses,
including attorneys' fees, incurred in defending an action
or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding on
receipt of an undertaking by or on behalf of the
representative to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified
by the corporation.
Section 1746 of the PBCL provides that the
indemnification and advancement of expenses provided by, or
granted pursuant to, the other sections of the PBCL will 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 will 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.
CBS provides for indemnification of its directors and
officers pursuant to Article ELEVEN of its Restated Articles
of Incorporation and Article XVII(B) of its Bylaws. Article
ELEVEN of CBS's Restated Articles of Incorporation and
Article XVII(B) of CBS's Bylaws provide in effect that, with
respect to actions or proceedings based on acts or omissions
on or after January 27, 1987 and unless prohibited by
applicable law, CBS will indemnify directors and officers
against all expenses, including attorney's fees, judgments,
fines and amounts paid in settlement incurred in connection
with any such actions or proceedings, subject to certain
limitations in the case of actions by such persons against
CBS. Under Article XVII(B), CBS will also advance amounts
to any director or officer during the pendency of any such
actions or proceedings against expenses incurred in
connection with such actions or proceedings, provided that,
if required by law, CBS receives an undertaking to repay
such amount if it is ultimately determined that such person
is not entitled 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(B) of CBS's Bylaws provides that
the right of a director or officer to such indemnification
and advancement of expenses will be a contract right and
further provides procedures for the enforcement of such
right.
As authorized by Article ELEVEN of its Restated
Articles of Incorporation, CBS has purchased directors' and
officers' liability insurance policies indemnifying its
directors and officers and the directors and officers of its
subsidiaries against claims and liabilities, with stated
exceptions, to which they may become subject by reason of
their positions with CBS or its subsidiaries as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
------ ----------------------
4.1 The Restated Articles of Incorporation of CBS, as
amended to October 27, 1999, are incorporated by reference
to Exhibit 3(b) to CBS's Form 10-Q for the quarter ended
September 30, 1999
4.2 The Bylaws of CBS, as amended to May 4, 1999, are
incorporated by reference to Exhibit 3(b) to CBS's Form
10-Q for the quarter ended June 30, 1999
4.3 The CBS Rights Agreement is incorporated by
reference to Exhibit 1 to CBS's Form 8-A filed on
January 9, 1996
* 5.1 Opinion of Vernon J. Carpenter, Esquire, Tax
Counsel for CBS and Infinity as to the
qualification of the Plans under Section 401 of
the Internal Revenue Code of 1986, as amended
* 23.1 Consent of Tax Counsel to CBS and Infinity contained in
the opinion filed as Exhibit 5.1
* 23.2 Consent of KPMG LLP
* 24 Powers of Attorney
- ------------------
* Filed herewith
<PAGE>
ITEM 9. UNDERTAKINGS
CBS hereby undertakes:
* to file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration Statement
or any material change to such information in the
Registration Statement;
* that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offer thereof;
* to remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering;
* that, for purposes of determining any liability under
the Securities Act of 1933, each filing of CBS's annual
report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, that is incorporated
by reference in this Registration Statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
* insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of CBS
pursuant to the foregoing provisions, or otherwise, CBS
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other
than the payment by CBS of expenses incurred or paid by
a director, officer or controlling person of CBS in the
successful defense of any action, suit or proceeding,
is asserted by such director, officer or controlling
person in connection with the securities being
registered, CBS will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, CBS 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 New
York, State of New York, on the 15th day of February, 2000.
CBS CORPORATION
By: /s/ Angeline C. Straka
---------------------------
Name: Angeline C. Straka
Title: Vice President, Secretary and
Deputy General Counsel
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons on the 15th day of February, 2000, in the
capacities indicated:
SIGNATURE TITLE
* Director
- ------------------------------
(George H. Conrades)
* Director
_____________________________
(Martin C. Dickinson)
* Director
- ------------------------------
(William H. Gray III)
* President and Chief
Executive Officer
- ------------------------------ and Director
(Mel Karmazin) (principal executive officer)
* Director
- ------------------------------
(Jan Leschly)
* President and Chief
Executive Officer,
- ------------------------------ CBS Television, and
(Leslie Moonves) Director
* Chairman and Director
- ------------------------------
(David T. McLaughlin)
* Director
- ------------------------------
(Richard R. Pivirotto)
* Director
- ------------------------------
(Raymond W. Smith)
* Director
- ------------------------------
(Dr. Paula Stern)
* Director
- ------------------------------
(Patty Stonesifer)
* Director
- ------------------------------
(Robert D. Walter)
* Executive Vice President
and Chief Financial
- ------------------------------- Officer (principal
(Fredric G. Reynolds) financial officer)
* Vice President and
- ------------------------------ Controller (principal
(Robert G. Freedline) accounting officer)
*By /s/ Angeline C. Straka
-----------------------
Angeline C. Straka
Attorney-In-Fact
<PAGE>
INDEX OF EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
EXHIBIT
NO. DESCRIPTION
- --------- --------------------
5.1 Opinion of Vernon J. Carpenter, Esquire, Tax
Counsel for CBS and Infinity, as to the
qualification of the Plans under Section 401 of
the Internal Revenue Code of 1986, as amended
23.1.1 Consent of Tax Counsel to CBS and Infinity -
contained in the opinion filed as Exhibit 5.1
23.2 Consent of KPMG LLP
24 Powers of Attorney
Exhibit 5.1 and Exhibit 23.1
February 14, 2000
CBS Corporation
51 West 52nd Street
New York, NY 10019
Re: Westinghouse Savings Program, CBS Employee Investment
Fund, Infinity Broadcasting Corporation Employees'
401(k) Plan, and Infinity Broadcasting Corporation
Union Employees' 401(k) Plan (the "Plans")
- ------------------------------------------------------------
Ladies and Gentlemen:
As tax counsel to CBS Corporation and Infinity Broadcasting
Corporation, I advise you as follows in connection with the
Plans:
1. By letter dated September 25, 1997, the Internal
Revenue Service ("IRS") determined that the Westinghouse
Savings Program met the qualification requirements of
Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
2. By letter dated March 5, 1996, the IRS determined that
the CBS Employee Investment Fund met the qualification
requirements of Section 401(a) of the Code.
3. By letter dated September 6, 1996, the IRS determined
that the Infinity Broadcasting Corporation Employees' 401(k)
Plan met the qualification requirements of Section 401(a) of
the Code.
4. By letter dated September 6, 1996, the IRS determined
that the Infinity Broadcasting Corporation Union Employees'
401(k) Plan met the qualification requirements of Section
401(a) of the Code.
I know that I am referred to in Item 5, Part II of the
Registration Statement on Form S-8 relating to CBS Common
Stock. I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for
filing as Exhibit 5.2 to such Registration Statement.
Very truly yours,
/s/ Vernon J. Carpenter
- -------------------------
Vernon J. Carpenter
Tax Counsel for CBS and Infinity
Exhibit 23.2
[KPMG Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 27,
1999, appearing on page 21 of CBS Corporation's Form 10-K/A
and page 55 of CBS Corporation's Form 10-K for the year
ended December 31, 1998, incorporated by reference in this
Registration Statement of CBS Corporation.
/s/ KPMG LLP
KPMG LLP
New York, New York
February 14, 2000
EXHIBIT 24
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ George H. Conrades
---------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Martin C. Dickinson
---------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ William H. Gray III
---------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Mel Karmazin
---------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Jan Leschly
--------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Leslie Moonves
-----------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ David T. McLaughlin
----------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Richard R. Pivirotto
-----------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them individually
with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Raymond W. Smith
-------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Paula Stern
--------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Patty Stonesifer
-------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Robert D. Walter
-------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Fredric G. Reynolds
-----------------------------
<PAGE>
Westinghouse Savings Program
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan
POWER OF ATTORNEY
The undersigned director and/or officer of CBS
CORPORATION, a Pennsylvania corporation ("CBS"), 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 in
respect of the offering of shares of CBS Common Stock
pursuant to the above-referenced plans, hereby constitutes
and appoints Mel Karmazin, Louis J. Briskman and
Angeline C. Straka, and each of them
individually with full power to act without the others,
his/her true and lawful attorneys-in-fact and agents, 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 CBS 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 14th day of February, 2000.
/s/ Robert G. Freedline
-----------------------------
