EXHIBIT 24
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and
officer of CBS CORPORATION hereby constitutes and appoints Louis J. Briskman and
Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the relevant plans of the Company set forth on Annex A and in connection
with the separation of Viacom Inc. into CBS Corporation and new Viacom Inc.;
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that the said attorney-in-fact and agent,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day
of January, 2006.
Sign: /s/ Leslie Moonves
----------------------------
Print Name: Leslie Moonves
----------------------
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer of CBS
CORPORATION hereby constitutes and appoints Louis J. Briskman and Angeline C.
Straka, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign (a) post-effective
amendments to the registration statements on Form S-8 listed on Annex A and any
and all amendments and subsequent post-effective amendments to such registration
statements, and (b) registration statements on Form S-8 (including a
post-effective amendment on Form S-8 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-128821)), and any amendments or supplements
thereto, relating to the issuance of shares of CBS Class B Common Stock, par
value $0.001 per share, under the relevant plans of the Company set forth on
Annex A and in connection with the separation of Viacom Inc. into CBS
Corporation and new Viacom Inc.; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day of
January, 2006.
Sign: /s/ Fredric G. Reynolds
----------------------------
Print Name: Fredric G. Reynolds
---------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ David R. Andelman
-----------------------------
Print Name: David R. Andelman
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Joseph A. Califano, Jr.
-----------------------------
Print Name: Joseph A. Califano, Jr.
-----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ William S. Cohen
-----------------------------
Print Name: William S. Cohen
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Philippe P. Dauman
-----------------------------
Print Name: Philippe P. Dauman
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Shari Redstone
-----------------------------
Print Name: Shari Redstone
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Sumner M. Redstone
-----------------------------
Print Name: Sumner M. Redstone
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Robert D. Walter
------------------------------
Print Name: Robert D. Walter
----------------------
- ----------------------- --------------------------------------------------------
Filing Number and Date Plans Covered
- ----------------------- --------------------------------------------------------
333-124172 |X| Viacom Inc. 2004 Long-Term Management Incentive Plan
4/19/2005
- ----------------------- --------------------------------------------------------
333-108105 |X| 1993 CBS Corporation Long-Term Incentive Plan
8/20/2003 |X| Infinity Broadcasting Corporation 1998 Long-Term
Incentive Plan
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of March 17, 1994
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of March 17, 1994
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of October 6, 1995
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of October 6, 1995
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of September 15, 1997
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of September 15,
1997
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as f September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Timothy Bennett dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Dianne Hudson dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Douglas Pattison dated as of September 16, 1998
- ----------------------- --------------------------------------------------------
333-82422 |X| Viacom 401(k) Plan
2/8/2002 |X| The Westinghouse Savings Program
- ----------------------- --------------------------------------------------------
333-75752 |X| The Viacom Excess 401(k) Plan
12/21/2001
- ----------------------- --------------------------------------------------------
- ----------------------- --------------------------------------------------------
Filing Number and Date Plans Covered
- ----------------------- --------------------------------------------------------
333-55346 |X| Viacom Inc. 2000 Long-Term Management Incentive Plan
2/9/2001 |X| Viacom Inc. 1997 Long-Term Management Incentive Plan
|X| Viacom Inc. 2000 Stock Option Plan for Outside
Directors
|X| Post Effective Amendment (filed 2/21/2001)
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Union Employees'
401(k) Plan
|X| Outdoor Systems, Inc. 401(k) Plan
|X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Stock Plan for
Directors
|X| Infinity Broadcasting Corporation 1998 Long-Term
Incentive Plan
|X| Infinity Broadcasting Corporation 1999 Long-Term
Incentive Plan
|X| Outdoor Systems, Inc. 1996 Omnibus Plan
- ----------------------- --------------------------------------------------------
333-88613 |X| The Westinghouse Savings Program
5/5/2000 |X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Employees'
401(k) Union Plan
|X| Amended and Restated Infinity Broadcasting
Corporation Stock Option Plan
|X| King World 1998 Stock Option and Restricted Stock
Purchase Plan
|X| King World 1996 Amended and Restated Stock Option
and Restricted Stock Purchase Plan
|X| King World Salesforce Bonus Plan
|X| CBS Corporation Deferred Compensation and Stock
Plan for Directors
|X| CBS 1991 Long-Term Incentive Plan
|X| CBS 1993 Long-Term Incentive Plan
|X| Westinghouse 1984 Long-Term Incentive Plan
- ----------------------- --------------------------------------------------------
333-36440 |X| The Westinghouse Savings Program
5/5/2000 |X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Employees'
401(k) Union Plan
|X| CBS Corporation Deferred Compensation and Stock
Plan for Directors
|X| CBS 1991 Long-Term Incentive Plan
|X| CBS 1993 Long-Term Incentive Plan
- ----------------------- --------------------------------------------------------
333-34125 |X| Viacom Inc. 1997 Long-Term Management Incentive Plan
8/22/1997
- ----------------------- --------------------------------------------------------
033-59141 |X| Viacom Inc. 1994 Long-Term Management Incentive Plan
5/5/1995 |X| Viacom Inc. Stock Option Plan for Outside Directors
|X| Viacom Inc. 1994 Stock Option Plan for Outside
Directors
- ----------------------- --------------------------------------------------------