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 (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 17th day of March, 1997.
/s/ MICHAEL H. JORDAN
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2
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 17th day of March, 1997.
/s/ GARY M. CLARK
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3
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 17th day of March, 1997.
/s/ FREDRIC G. REYNOLDS
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4
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 15th day of March, 1997.
/s/ FRANK C. CARLUCCI
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5
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 15th day of March, 1997.
/s/ ROBERT E. CAWTHORN
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6
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 17th day of March, 1997.
/s/ GEORGE H. CONRADES
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7
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 March, 1997.
/s/ WILLIAM H. GRAY III
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8
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 16th day of March, 1997.
/s/ MEL KARMAZIN
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9
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 March, 1997.
/s/ DAVID K. P. LI
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10
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 March, 1997.
/s/ DAVID T. MCLAUGHLIN
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11
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 15th day of March, 1997.
/s/ RICHARD R. PIVOROTTO
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12
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 17th day of March, 1997.
/s/ RAYMOND W. SMITH
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13
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 March, 1997.
/s/ PAULA STERN
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14
1993 LONG-TERM INCENTIVE PLAN
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of WESTINGHOUSE ELECTRIC
CORPORATION, a Pennsylvania corporation (the "Company"), 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 Six Million Eighty-One
Thousand (6,081,000) shares of common stock, par value $1.00 per share, of the
Company, in connection with the Company's 1993 Long-Term Incentive Plan, as
amended, hereby constitutes and appoints Michael H. Jordan, Gary M. Clark,
Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf and
Angeline C. Straka, 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 the Company 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 March, 1997.
/s/ ROBERT D. WALTER
--------------------