1
Exhibit 24
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 22nd day of April, 1996.
/s/ Michael H. Jordan
---------------------
2
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 30th day of April, 1996.
/s/ Gary M. Clark
-----------------
3
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 23rd day of April, 1996.
/s/ Frank C. Carlucci
----------------------
4
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 18th day of April, 1996.
/s/ R. E. Cawthorn
------------------
5
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 22nd day of April, 1996.
/s/ George H. Conrades
----------------------
6
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 30th day of April, 1996.
/s/ William H. Gray III
-----------------------
7
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 21st day of April, 1996.
/s/ David K. P. Li
------------------
8
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 19th day of April, 1996.
/s/ David T. Mclaughlin
-----------------------
9
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 19th day of April, 1996.
/s/ Richard R. Pivirotto
------------------------
10
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 21st day of April, 1996.
/s/ Paula Stern
---------------
11
1993 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 Three Million Two Hundred
Sixty Thousand (3,260,000) shares of common stock, par value $1.00 per share, of
the Corporation, in connection with the Corporation's 1993 Long-Term Incentive
Plan, as amended, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds and Louis J. Briskman, 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 26th day of April, 1996.
/s/ R. D. Walter
----------------