Westinghouse Electric Corp Sample Contracts

Cbs Corp – CREDIT AGREEMENT (March 29th, 2000)

1 Exhibit 10(aa) EXECUTION COPY -------------------------------------------------------------------------------- $1,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among CBS CORPORATION, THE SUBSIDIARY BORROWERS PARTIES HERETO, THE LENDERS NAMED HEREIN, THE CHASE MANHATTAN BANK, as Documentation Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent, and BANK OF AMERICA, N.A. and THE TORONTO-DOMINION BANK, as Syndication Ag

Cbs Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 29th, 2000)

1 Exhibit 10(ss) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Mel Karmazin (the "Executive") and Viacom Inc. ("Viacom") entered into an employment agreement dated September 6, 1999 (the "Agreement") to be effective at the Effective Time (as defined in the Agreement and Plan of Merger between Viacom and CBS Corporation ("CBS") dated as of September 6, 1999, as amended and restated as of October 8, 1999 and November 23, 1999 (as amended, the "Merger Agreement")); and WHEREAS, the Executive and Viacom desire to amend the Agreement in certain respects, as described hereinbelow; NOW, THEREFORE, the Executive and the Company agree that the Agreement is hereby amended, effective as of September 6, 1999, as follows: 1. Section 7(k) of the Agreement is amended hereby by adding a new sentence at the end thereof to read as follows: "Notwithstanding any

Cbs Corp – DEFERRED COMPENSATION AND STOCK PLAN (November 15th, 1999)

CBS EXHIBIT 10(k) CBS CORPORATION DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS (AS AMENDED AS OF JULY 28, 1999) SECTION 1. INTRODUCTION 1.1 ESTABLISHMENT. CBS Corporation, a Pennsylvania corporation formerly known as Westinghouse Electric Corporation (the "Company"), has established the Deferred Compensation and Stock Plan for Directors, as amended from time to time (the "Plan"), for those directors of the Company who are neither officers (other than non-executive officers) nor employees of the Company. The Plan provides, among other things, for the payment of specified portions of the Annual Director's Fee and the Annual Board Chairman's Fee, if applicable, in the form of Stock Options and Restricted St

Cbs Corp – CBS BONUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (November 15th, 1999)

CBS EXHIBIT 10(i) CBS BONUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As amended as of April 1, 1999) 1. PURPOSE The purpose of this Supplemental Executive Retirement Plan ("the Plan") (formerly the CBS Supplemental Executive Retirement Plan, SERP #1) is to provide to certain key employees of CBS Broadcasting Inc. ("CBS") a benefit supplemental to those retirement or termination benefits which they are entitled to receive under the CBS Pension Plan Document component of the CBS Combined Pension Plan (the "CBS Pension Plan") or CBS Cash Balance Plan and to benefit CBS by making it more attractive to such employees to remain with CBS and by deterring such employees from engaging, after termination of employment, in activitie

Cbs Corp – CBS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (November 15th, 1999)

CBS EXHIBIT 10(h) CBS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As amended as of April 1, 1999) 1. PURPOSE The purpose of this Supplemental Executive Retirement Plan ("the Plan") (combining the former CBS Supplemental Executive Retirement Plan, SERP #2 and CBS Excess Benefit Plan ) is to provide to certain key employees of CBS Broadcasting Inc. ("CBS") a benefit supplemental to those retirement or termination benefits which they are entitled to receive under the CBS Pension Plan Document component of the CBS Combined Pension Plan (the "CBS Pension Plan") or CBS Cash Balance Plan and to benefit CBS by making it more attractive to such employees to remain with CBS. 2. ELIGIBILITY The persons eligible to participate

Cbs Corp – Re: STAFF EMPLOYMENT AGREEMENT (November 15th, 1999)

CBS EXHIBIT 10(q) [CBS Letterhead] As of July 5, 1999 Mr. Leslie Moonves 1045 North Bundy Drive Los Angeles, CA 90049 Re: STAFF EMPLOYMENT AGREEMENT Dear Mr. Moonves: Reference is hereby made to the Agreement dated as of May 17, 1995, as amended as of June 29, 1995, October 16, 1995 and January 20, 1998 (collectively the "Agreement") between you and us, in connection with your services for CBS. You and we have agreed, and do hereby agree, to amend the Agreement as follows, effective as of July 5, 1999: 1. Subparagraph 1(a) of the Agreement shall be amended by extending the "Employment Term", as defined in the Agreement, so that it shall continue through and end on July 16, 2004 (in lieu of July 16, 2000, as previously provided for in the Agreement). Each Contract Year of the Term, as hereby extended, shall commence July 17 and

Cbs Corp – AMENDED AND RESTATED AGREEMENT (October 12th, 1999)

EXECUTION COPY =========================================================================== AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Between VIACOM INC. and CBS CORPORATION Dated as of September 6, 1999, as amended and restated as of October 8, 1999 =========================================================================== TABLE OF CONTENTS Section Page ARTICLE I THE MERGER 1.01. The Merger.......................................................2 1.02. Effective Time; Closing......

Cbs Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (September 15th, 1999)

Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 8, 1999 ("Amendment No. 1"), by and among CBS Corporation, a Pennsylvania corporation (the "Parent"), King World Productions, Inc., a Delaware corporation (the "Company"), and K Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Parent ("Merger Sub"), amending the Agreement and Plan of Merger, dated as of March 31, 1999 (the "Agreement"), by and among the parties hereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. WHEREAS, the Company and the Parent wish to amend the Agreement in order to provide for, among other things, (i) the merger of the Company with and into Merger Sub, with Merger Sub being the Surviving Corporation and (ii)

Cbs Corp – AGREEMENT AND PLAN OF MERGER (September 8th, 1999)

AGREEMENT AND PLAN OF MERGER Between VIACOM INC. and CBS CORPORATION Dated as of September 6, 1999 TABLE OF CONTENTS Section Page ARTICLE I THE MERGER 1.01. The Merger............................................................2 1.02. Effective Time; Closing...............................................2 1.03. Effect of the Merger..................................................2 1.04. Certificate of Incorporation and By-Laws..............................2 ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES 2.01. Conversion of Securities................

Cbs Corp – STOCKHOLDER AGREEMENT (September 8th, 1999)

EXECUTION COPY ============================================================================== STOCKHOLDER AGREEMENT By NATIONAL AMUSEMENTS, INC. (Stockholder) and CBS CORPORATION Dated as of September 6, 1999 ============================================================================== STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of September 6, 1999 (this "Agreement"), by NATIONAL AMUSEMENTS, INC., a Maryland corporation (the "Stockholder"), to and for the benefit of CBS CORPORATION, a Pennsylvania corporation ("CBS"), and its assigns by operation of law. WHEREAS, as of the date hereof, the Stockholder o

Cbs Corp – VOTING AGREEMENT (September 8th, 1999)

============================================================================= VOTING AGREEMENT By NATIONAL AMUSEMENTS, INC. (Stockholder) and CBS CORPORATION Dated as of September 6, 1999 ============================================================================= VOTING AGREEMENT VOTING AGREEMENT, dated as of September 6, 1999 (this "Agreement"), by NATIONAL AMUSEMENTS, INC., a Maryland corporation (the "Stockholder"), to and for the benefit of CBS CORPORATION, a Pennsylvania corporation ("CBS"). WHEREAS, as of the date hereof, the Stockholder owns of record and beneficially 93,658,988 shares of Class A Common Stock (the "Viacom Class A Common Stock"; such shares, together with any shares

Cbs Corp – LESLIE MOONVES SIGNS NEW LONG-TERM AGREEMENT WITH CBS (July 30th, 1999)

1 EXHIBIT 99.1 [LOGO] CBS CORPORATION 51 WEST 52 STREET NEW YORK, NEW YORK 10019-6188 LESLIE MOONVES SIGNS NEW LONG-TERM AGREEMENT WITH CBS MOONVES ALSO ELECTED TO THE BOARD OF DIRECTORS OF THE CBS CORPORATION NEW YORK, July 28,1999 -- Leslie Moonves, President and Chief Executive Officer of CBS Television, has signed a new, long term agreement with CBS, it was announced today by Mel Karmazin, President and Chief Executive Officer, CBS Corporation. The new agreement is effective immediately, and replaces his existing one with the Company. At the same time, the Company announced that Mr. Moonves has been elected to the Board of Directors of the CBS Corporation. This action, in which Mr. Moonves joins Mr. Karmazin as the Corporation's only other "inside" director, was taken at the Board's regularly scheduled meeting today in Los A

Cbs Corp – 1993 LONG-TERM INCENTIVE PLAN (April 7th, 1999)

1 EXHIBIT 4.4 CBS CORPORATION 1993 LONG-TERM INCENTIVE PLAN (as amended as of April 1, 1999) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1993 Long-Term Incentive Plan ("Plan") for key personnel of CBS Corporation (formerly known as Westinghouse Electric Corporation) ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining key personnel of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a competent management team, (iii) motivating key personnel, by means of performance-related incentives, to achieve long-range performance goals, (

Cbs Corp – 1991 LONG-TERM INCENTIVE PLAN (April 7th, 1999)

1 EXHIBIT 4.4 CBS CORPORATION 1991 LONG-TERM INCENTIVE PLAN (as amended as of April 1, 1999) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1991 Long-Term Incentive Plan ("Plan") for eligible employees of CBS Corporation (formerly known as Westinghouse Electric Corporation) ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining employees of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a high performance team, (iii) motivating employees, by means of performance-related incentives, to achieve long-range performance goals, (iv)

Cbs Corp – DEFERRED COMPENSATION AND STOCK PLAN (March 24th, 1999)

1 Exhibit 10(k) DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS (As Amended as of January 27, 1999) SECTION 1. INTRODUCTION 1.1 Establishment. CBS Corporation, a Pennsylvania corporation formerly known as Westinghouse Electric Corporation (the "Company"), has established the Deferred Compensation and Stock Plan for Directors, as amended from time to time (the "Plan"), for those directors of the Company who are neither officers (other than non-executive officers) nor employees of the Company. The Plan provides, among other things, for the payment of specified portions of the Annual Director's Fee and the Annual Board Chairman's Fee, if applicable, in the form of Stock Options and Restricted Stock, the payment of the Annual Committee Chair's Fee in the form of Restricted Stock, the granting of Stock Options and Restricted

Cbs Corp – ASSET PURCHASE AGREEMENT (August 14th, 1998)

1 Exhibit 10-W EXECUTION COPY ESBU ================================================================================ ASSET PURCHASE AGREEMENT BETWEEN CBS CORPORATION AND WGNH ACQUISITION, LLC DATED AS OF JUNE 25, 1998 ================================================================================ 2 TABLE OF CONTENTS Page

Cbs Corp – ASSET PURCHASE AGREEMENT (August 14th, 1998)

1 Exhibit 10-X EXECUTION COPY GESCO ================================================================================ ASSET PURCHASE AGREEMENT BETWEEN CBS CORPORATION AND WGNH ACQUISITION, LLC DATED AS OF JUNE 25, 1998 ================================================================================ 2 TABLE OF CONTENTS Page

Cbs Corp – Registration Rights Agreement (July 7th, 1998)

1 EXHIBIT 4(d) ------------------------------------ Registration Rights Agreement Dated As of May 20, 1998 among CBS Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc. and J.P. Morgan Securities Inc. ------------------------------------ 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into this 20 day of May, 1998, among CBS Corporation, a Pennsylvania corporation (the "Company"), and Merrill Lynch, Pierce, Fenner

Cbs Corp – INDENTURE (July 7th, 1998)

1 EXHIBIT 4(a) EXECUTION COPY ================================== CBS CORPORATION 7.15% Senior Notes due 2005 =============== INDENTURE Dated as of May 20, 1998 =============== CITIBANK, N.A. as Trustee ================================== 2 CROSS-REFERENCE TABLE TIA Indenture Section Section ------- ------- 310(a)(1)

Cbs Corp – PURCHASE AGREEMENT (May 15th, 1998)

1 Exhibit (10)(y) AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT is made January 23, 1998, between WESTINGHOUSE ELECTRIC CORPORATION (now known as CBS Corporation), a Pennsylvania corporation ("WEC"), and SIEMENS POWER GENERATION CORPORATION, a Delaware corporation ("Purchaser"). W I T N.E S S E T H: WHEREAS, the parties hereto want to confirm the agreement and understanding which WEC and Purchaser have reached with respect to Section 5.1(c) of the Asset Purchase Agreement between WEC and Siemens, dated November 14, 1997. WHEREAS, Purchaser acknowledges that it has requested and that WEC has agreed to take such action (referred to herein as "Restructuring") as described in Schedule 5.1(c) to the Agreement as such action relates to the Business with respect to approximately 650 employees

Cbs Corp – ASSET PURCHASE AGREEMENT (March 24th, 1998)

1 Exhibit 10(w) ASSET PURCHASE AGREEMENT between WESTINGHOUSE ELECTRIC CORPORATION and SIEMENS POWER GENERATION CORPORATION Dated November 14, 1997 RELATING TO THE POWER GENERATION BUSINESS 2 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS........................... 2 Section 1.1 Specified Definitions................................ 2 Section 1.2 Other Terms.......................................... 15 Section 1.3 Other Definitional Provisions........................ 15

Cbs Corp – DEFERRED COMPENSATION AND STOCK PLAN (March 24th, 1998)

1 Exhibit 10(e) DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS (AS AMENDED AS OF JANUARY 1, 1998) SECTION 1. INTRODUCTION 1.1 Establishment. CBS Corporation, a Pennsylvania corporation formerly known as Westinghouse Electric Corporation (the "Company"), has established the Deferred Compensation and Stock Plan for Directors, as amended from time to time (the "Plan"), for those directors of the Company who are neither officers nor employees of the Company. The Plan provides, among other things, for the payment of specified portions of the Annual Director's Fee in the form of Stock Options and Restricted Stock and for the payment of the Annual Committee Chair's Fee in the form of Restricted Stock, and the opportunity for the Directors to defer receipt of all or a part of their cash compensation. Unless otherwise p

Cbs Corp – 1993 LONG-TERM INCENTIVE PLAN (March 24th, 1998)

1 Exhibit 10(b) 1993 LONG-TERM INCENTIVE PLAN (as amended as of January 28, 1998) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1993 Long-Term Incentive Plan ("Plan") for key personnel of CBS Corporation (formerly known as Westinghouse Electric Corporation) ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining key personnel of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a competent management team, (iii) motivating key personnel, by means of performance-related incentives, to achieve long-range performance goals, (iv) providing incentive compensation opportunit

Cbs Corp – 1991 LONG-TERM INCENTIVE PLAN (March 24th, 1998)

1 Exhibit 10(g) 1991 LONG-TERM INCENTIVE PLAN (as amended as of January 28, 1998) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1991 Long-Term Incentive Plan ("Plan") for eligible employees of CBS Corporation (formerly known as Westinghouse Electric Corporation) ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining employees of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a high performance team, (iii) motivating employees, by means of performance-related incentives, to achieve long-range performance goals, (iv) providing incentive compensation opportunities c

Cbs Corp – CO-SALE AGREEMENT (January 12th, 1998)

1 EXHIBIT 4 CO-SALE AGREEMENT This Co-Sale Agreement (this "Agreement") is made and entered into as of March 5, 1997 by and between SportsLine USA, Inc., a Delaware corporation (the "Company"), (ii) CBS, Inc. ("CBS") and (iii) Michael Levy ("Levy"). R E C I T A L S A. Concurrently herewith, CBS and the Company are entering into that certain Agreement, dated as of the date hereof (the "Principal Agreement;" capitalized terms used herein and not otherwise defined shall have the meanings defined in the Principal Agreement), pursuant to which, among other things, CBS will acquire shares of Common Stock and Warrants in consideration of the license by CBS of the CBS Logos and the CBS Content and provision by CBS of certain broadcast advertising and promotion. B. To induce CBS to enter into the Principal Agreement, Levy has agreed to ent

Cbs Corp – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (January 7th, 1998)

1 Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RADIO SYSTEMS CORPORATION, CBS CORPORATION and R ACQUISITION CORP. Dated as of December 18, 1997 2 TABLE OF CONTENTS ARTICLE 1 DEFINED TERMS.............................................................................1 ARTICLE 2 THE MERGER................................................................................2 2.1 The Merger.......................................................................2

Westinghouse Electric Corp – AGREEMENT AND PLAN OF MERGER (November 14th, 1997)

1 Exhibit 10(p) AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RADIO SYSTEMS CORPORATION, WESTINGHOUSE ELECTRIC CORPORATION and R ACQUISITION CORP. Dated as of September 19, 1997 2 TABLE OF CONTENTS Page ARTICLE 1 DEFINED. TERMS.............................................................2 ARTICLE 2 THE MERGER.................................................................2 2.1 The Merger................................................................2 2.2 Clos

Westinghouse Electric Corp – DEFERRED COMPENSATION AND STOCK PLAN (November 14th, 1997)

1 Exhibit 10(e) DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS (AS AMENDED AS OF JULY 29, 1997) SECTION 1. INTRODUCTION 1.1 Establishment. Westinghouse Electric Corporation, a Pennsylvania corporation (the "Company"), has established the Deferred Compensation and Stock Plan for Directors as amended as of April 24, 1996 (the "Plan") for those directors of the Company who are neither officers nor employees of the Company. The Plan provides, among other things, for the payment of specified portions of the Annual Director's Fee in the form of Stock Options and Restricted Stock and for the payment of the Annual Committee Chair's Fee in the form of Restricted Stock, and the opportunity for the Directors to defer receipt of all or a part of their cash compensation. Unless otherwise provided for herein, the term Company i

Westinghouse Electric Corp – 1991 STOCK OPTION AND INCENTIVE PLAN (October 9th, 1997)

1 Exhibit 4.5 GAYLORD ENTERTAINMENT COMPANY AMENDED AND RESTATED 1991 STOCK OPTION AND INCENTIVE PLAN 1. PURPOSE: TYPES OF AWARDS: CONSTRUCTION. The purpose of the 1991 Stock Option and Incentive Plan of Gaylord Entertainment Company (the "Plan") is to afford an incentive to officers, directors and key employees of Gaylord Entertainment Company (the "Company"), or any subsidiary of the Company which now exists or hereafter is organized or acquired by the Company, to acquire a proprietary interest in the Company, to continue as employees, to increase their efforts on behalf of the Company and to promote the success of the Company's business. It is further intended that options granted by the Committee pursuant to Section 8 of the Plan shall constitute "incentive stock options" ("Incentive Stock Options") within the mean

Westinghouse Electric Corp – 1993 STOCK OPTION AND INCENTIVE PLAN (October 9th, 1997)

1 Exhibit 4.4 GAYLORD ENTERTAINMENT COMPANY AMENDED AND RESTATED 1993 STOCK OPTION AND INCENTIVE PLAN 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. The purpose of the 1993 Stock Option and Incentive Plan of Gaylord Entertainment Company (the "Plan") is to afford an incentive to officers, directors and key employees of Gaylord Entertainment Company (the "Company"), or any subsidiary of the Company which now exists or hereafter is organized or acquired by the Company, to acquire a proprietary interest in the Company, to continue as employees, to increase their efforts on behalf of the Company and to promote the success of the Company's business. It is further intended that options granted by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") pursuant to Section 8 of t

Westinghouse Electric Corp – 1991 LONG-TERM INCENTIVE PLAN (May 9th, 1997)

1 Exhibit 10(g) 1991 LONG-TERM INCENTIVE PLAN (as amended as of January 29, 1997) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1991 Long-Term Incentive Plan ("Plan") for eligible employees of Westinghouse Electric Corporation ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining employees of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a high performance team, (iii) motivating employees, by means of performance-related incentives, to achieve long-range performance goals, (iv) providing incentive compensation opportunities competitive with those of other major compani

Westinghouse Electric Corp – CBS BONUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (March 19th, 1997)

1 Exhibit (10)(o) CBS BONUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended Through November 15, 1995 1. PURPOSE The purpose of this Supplemental Executive Retirement Plan ("the Plan") (formerly the CBS Supplemental Executive Retirement Plan, SERP #1) is to provide to certain key employees of CBS Inc. ("CBS") a benefit supplemental to those retirement or termination benefits which they are entitled to receive under the CBS Pension Plan and to benefit CBS by making it more attractive to such employees to remain with CBS and by deterring such employees from engaging, after termination of employment, in activities competitive to those of CBS. 2. ELIGIBILITY The persons eligible to participate in the Plan ("Participants") are those employees of CBS and its subsidiaries who are Participant

Westinghouse Electric Corp – DEFERRED COMPENSATION AND STOCK PLAN (March 19th, 1997)

1 Exhibit (10)(e) DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS (AS AMENDED AS OF NOVEMBER 1, 1996) SECTION 1. INTRODUCTION 1.1 Establishment. Westinghouse Electric Corporation, a Pennsylvania corporation (the "Company"), has established the Deferred Compensation and Stock Plan for Directors as amended as of April 24, 1996 (the "Plan") for those directors of the Company who are neither officers nor employees of the Company. The Plan provides, among other things, for the payment of specified portions of the Annual Director's Fee in the form of Stock Options and Restricted Stock and for the payment of the Annual Committee Chair's Fee in the form of Restricted Stock, and the opportunity for the Directors to defer receipt of all or a part of their cash compensation. Unless otherwise provided for herein, the term Company includes We

Westinghouse Electric Corp – CBS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (March 19th, 1997)

1 Exhibit (10)(n) CBS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended Through November 15, 1995 1. PURPOSE The purpose of this Supplemental Executive Retirement Plan ("the Plan") (combining the former CBS Supplemental Executive Retirement Plan, SERP #2 and CBS Excess Benefit Plan) is to provide to certain key employees of CBS Inc. ("CBS") a benefit supplemental to those retirement or termination benefits which they are entitled to receive under the CBS Pension Plan and to benefit CBS by making it more attractive to such employees to remain with CBS. 2. ELIGIBILITY The persons eligible to participate in the Plan ("Participants") are those employees of CBS and its subsidiaries who are designated by the Deferred Additional Compensation Plan Subcommittee of the Retirement Plans Committ

Westinghouse Electric Corp – 1991 LONG-TERM INCENTIVE PLAN (March 19th, 1997)

1 Exhibit (10)(g) 1991 LONG-TERM INCENTIVE PLAN (as amended as of January 29, 1997) ARTICLE I GENERAL 1.1 Purpose The purposes of the 1991 Long-Term Incentive Plan ("Plan") for eligible employees of Westinghouse Electric Corporation ("Corporation") and its Subsidiaries (the Corporation and its Subsidiaries severally and collectively referred to in the Plan as the "Company") are to foster and promote the long-term financial success of the Company and materially increase stockholder value by (i) attracting and retaining employees of outstanding ability, (ii) strengthening the Company's capability to develop, maintain and direct a high performance team, (iii) motivating employees, by means of performance-related incentives, to achieve long-range performance goals, (iv) providing incentive compensation opportunities competitive with those of other major companies an