EXHIBIT 4.5


                                 CBS CORPORATION
                          1991 LONG-TERM INCENTIVE PLAN
                        (as amended as of July 28, 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) providing incentive compensation
opportunities competitive with those of other major companies and (v) enabling
employees to participate in the long-term growth and financial success of the
Company.

1.2      Administration

         (a) The Plan will be administered by a committee of the Board of
Directors of the Corporation ("Committee") which will consist of two or more
members. The members will be appointed by the Board of Directors, and any
vacancy on the Committee will be filled by the Board of Directors or in a manner
authorized by the Board.

         The Committee will keep minutes of its meetings and of any action taken
by it without a meeting. A majority of the Committee will constitute a quorum,
and the acts of a majority of the members present at any meeting at which a
quorum is present will be the acts of the Committee. Any action that may be
taken at a meeting of the Committee may be taken without a meeting if a consent
or consents in writing setting forth the action so taken is signed by all of the
members of the Committee. The Committee will make appropriate reports to the
Board of Directors concerning the operations of the Plan.

         (b) Subject to the limitations of the Plan, the Committee will have the
sole and complete authority: (i) to select in accordance with Section 1.3
persons who will participate in the Plan ("Participant" or "Participants")
(including the right to delegate authority to select Participants); (ii) to make
Awards and payments in such forms and amounts as it may determine, including the
right to delegate authority to make Awards within limits approved by the
Committee; (iii) to impose such limitations, restrictions, terms and conditions
upon such Awards as the Committee or its authorized delegates deems appropriate;
(iv) to interpret the Plan and the


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terms of any document relating to the Plan and to adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the Plan;
(v) to amend or cancel an existing Award in whole or in part (including the
right to delegate authority to amend or cancel an existing Award in whole or in
part within limits approved from time to time by the Committee), except that the
Committee and its authorized delegates may not, unless otherwise provided in the
Plan, or unless the Participant affected thereby consents, take any action under
this clause that would adversely affect the rights of such Participant with
respect to the Award, and except that the Committee and its authorized delegates
may not take any action to amend any outstanding Option under the Plan in order
to decrease the Option Price under such Option or to cancel and replace any such
Option with an Option with a lower Option Price; and (vi) to make all other
determinations and to take all other actions necessary or advisable for the
interpretation, implementation and administration of the Plan. The Committee's
determinations on matters within its authority will be conclusive and binding
upon the Company and all other persons.

         (c) The Committee will act with respect to the Plan on behalf of the
Corporation and on behalf of any Subsidiary issuing stock under the Plan,
subject to appropriate action by the board of directors of any such Subsidiary.
All expenses associated with the Plan will be borne by the Corporation subject
to such allocation to its Subsidiaries and operating units as it deems
appropriate.

1.3      Selection for Participation

         Participants selected by the Committee or its authorized delegates must
be Eligible Persons as defined below. "Eligible Persons" are persons who are
employees of the Company ("Employee" or "Employees") or, in the event of death
while an Employee, his or her estate. Eligible Persons will also include
independent contractors of the Company as to an Award if the person is an
independent contractor at the time the Award is granted. In making this
selection and in determining the form and amount of Awards, the Committee may
give consideration to the functions and responsibilities of the Eligible Person,
his or her past, present and potential contributions to the Company and other
factors deemed relevant by the Committee.

1.4      Types of Awards under Plan

         Awards ("Awards") under the Plan may be in the form of any one or more
of the following: (i) Non-statutory Stock Options ("NSOs" or "Options"), as
described in Article II, (ii) Stock Appreciation Rights ("SARs") and Limited
Stock Appreciation Rights ("Limited Rights"), as described in Article III, (iii)
Performance Awards ("Performance Awards") as described in Article IV, and (iv)
Restricted Stock ("Restricted Stock") as described in Article V.

1.5      Shares Subject to the Plan

         Shares of stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's common stock,
par value $1.00 ("Common Stock"), or "Formula Value Stock" as defined in Section
8.12(d) (Common Stock and Formula Value Stock


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severally and collectively referred to in the Plan as "Stock").

         The maximum number of shares of Stock which may be issued for all
purposes under the Plan will be 30,500,000, plus such additional shares as the
Board of Directors or the Committee may, from time to time, authorize by a
resolution or resolutions duly adopted by said Board of Directors or Committee.

         Except as otherwise provided below, any shares of Stock subject to an
Option or other Award which is canceled or terminates without having been
exercised will again be available for Awards under the Plan. Shares subject to
an option canceled upon the exercise of an SAR will not again be available for
Awards under the Plan except to the extent the SAR is settled in cash. To the
extent that an Award is settled in cash, shares of Stock subject to that Award
will again be available for Awards. Shares of Stock tendered by a Participant or
withheld by the Company to pay the exercise price of an Option or to satisfy the
tax withholding obligations of the exercise or vesting of an Award will be
available again for Awards under the Plan. Shares of Restricted Stock forfeited
to the Company in accordance with the Plan and the terms of the particular Award
will be available again for Awards under the Plan.

         No fractional shares will be issued, and the Committee will determine
the manner in which fractional share value will be treated.


                                   ARTICLE II
                                  STOCK OPTIONS


2.1      Award of Stock Options

         The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, award
to any Participant Options to purchase Stock.

         The Committee may provide with respect to any option to purchase Stock
that, if the Participant, while an Eligible Person, exercises the option in
whole or in part using already-owned Stock, the Participant will, subject to
this Section 2.1 and such other terms and conditions as may be imposed by the
Committee, receive an additional option ("Reload Option"). The Reload Option
will be to purchase, at Fair Market Value as of the date the original option was
exercised, a number of shares of Stock equal to the number of whole shares used
by the Participant to exercise the original option. The Reload Option will be
exercisable only between the date of its grant and the date of expiration of the
original option.

         A Reload Option will be subject to such additional terms and conditions
as the Committee may approve, which terms may provide that the Committee may
cancel the Participant's right to receive the Reload Option and that the Reload
Option will be granted only if the Committee has not canceled such right prior
to the exercise of the original option. Such


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terms may also provide that, upon the exercise by a Participant of a Reload
Option while an Eligible Person, an additional Reload Option will be granted
with respect to the number of whole shares used to exercise the first Reload
Option.

2.2      Stock Option Agreements

         The award of an option will be evidenced by a written agreement ("Stock
Option Agreement") in such form and containing such terms and conditions as the
Committee may from time to time determine.

2.3      Option Price

         The purchase price of Stock under each Option ("Option Price") will not
be less than the Fair Market Value of such Stock on the date the Option is
awarded.

2.4      Exercise and Term of Options

         (a) Except as otherwise provided in the Plan, Options will become
exercisable at such time or times as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.

         (b) The Committee will establish procedures governing the exercise of
options and will require that notice of exercise be given. Stock purchased on
exercise of an option must be paid for as follows: (1) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company or (2)
if so provided by the Committee (i) through the delivery of shares of Stock
which are then outstanding and which have a Fair Market Value on the date of
exercise equal to the exercise price, (ii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iii) by any combination of the
permissible forms of payment.

2.5      Termination of Eligibility

         Unless the Committee provides otherwise: (a) in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee or as a
result of his or her death, retirement or disability, each of his or her
outstanding Options will be exercisable by the Participant (or his or her legal
representative or designated beneficiary), to the extent that such Option was
then exercisable, at any time prior to an expiration date established by the
Committee at the time of award, but in no event after such expiration date; (b)
in the event an Award is made to the estate of a person who died while an
Employee, each outstanding Option held by such estate will be exercisable by the
estate (or the distributee of said estate) at any time prior to an expiration
date established by the Committee at the time of award; and (c) if the
Participant ceases to be an Eligible Person for any other reason, all of the
Participant's then outstanding Options will terminate immediately.


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                                   ARTICLE III
                  STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS


3.1      Award of Stock Appreciation Right

         (a) An SAR is an Award entitling the recipient on exercise to receive
an amount, in cash or Stock or a combination thereof (such form to be determined
by the Committee), determined in whole or in part by reference to appreciation
in Stock value.

         (b) In general, unless otherwise provided by the Committee an SAR
entitles the Participant to receive, with respect to each share of Stock as to
which the SAR is exercised, the excess of the share's Fair Market Value on the
date of exercise over its Fair Market Value on the date the SAR was granted.

         (c) SARs may be granted in tandem with options granted under the Plan
("Tandem SARS") or independently of Options ("Independent SARs"). An SAR granted
in tandem with an NSO may be granted either at or after the time the option is
granted.

         (d) SARs awarded under the Plan will be evidenced by either a Stock
Option Agreement (when SARs are granted in tandem with an Option) or a separate
written agreement between the Company and the Participant in such form and
containing such terms and conditions as the Committee may from time to time
determine.

         (e) Except as otherwise provided herein or by the Committee, a Tandem
SAR will be exercisable only at the same time and to the same extent and subject
to the same conditions as the option related thereto is exercisable, and the
Committee may prescribe additional conditions and limitations on the exercise of
the SAR. The exercise of a Tandem SAR will cancel the related Option. Tandem
SARs may be exercised only when the Fair Market Value of Stock to which it
relates exceeds the Option Price.

         (f) Except as otherwise provided herein, an Independent SAR will become
exercisable at such time or times, and on such conditions, as the Committee may
specify, and the Committee may at any time accelerate the time at which all or
any part of the SAR may be exercised.

         The Committee may provide, under such terms and conditions as it may
deem appropriate, for the automatic grant of additional SARs upon the full or
partial exercise of an Independent SAR.

         Any exercise of an Independent SAR must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.


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         (g) Except as otherwise provided herein or by the Committee, all SARs
will automatically be exercised on the last trading day prior to the expiration
date established by the Committee at the time of the award for the SAR, or, in
the case of a Tandem SAR, for the related Option, so long as exercise on such
date will result in a payment to the Participant.

         (h) Unless otherwise provided by the Committee, no SAR will become
exercisable or will be automatically exercised for six months following the date
on which it was granted.

         (i) At the time of award of an SAR, the Committee may limit the amount
of the payment that may be made to a Participant upon the exercise of the SAR.
The Committee may further determine that, if the amount to be received by a
Participant in any year is limited pursuant to this provision, payment of all or
a portion of the amount that is unpaid as a result of the limitation may be made
to the Participant at a subsequent time. No such limitation will require a
Participant to return to the Company any amount theretofore received by him or
her upon the exercise of an SAR.

         (j) Payment of the amount to which a Participant is entitled upon the
exercise of an SAR will be made in cash, Stock, or partly in cash and partly in
Stock, as the Committee may determine. To the extent that payment is made in
Stock, the shares will be valued at their Fair Market Value on the date of
exercise of the SAR.

         (k) Unless otherwise provided by the Committee, each SAR will expire on
a date determined by the Committee or earlier upon the occurrence of the first
of the following: (i) in the case of a Tandem SAR, termination of the related
option, (ii) expiration of a period of six months after the Participant's
ceasing to be an Eligible Person as a result of termination of service to the
Company with the consent of the Committee or as a result of his or her death,
retirement or disability, or (iii) the Participant ceasing to be an Eligible
Person for any other reason.

3.2      Limited Rights

         (a) The Committee may award Limited Rights pursuant to the provisions
of this Section 3.2 to the holder of an Option to purchase Common Stock granted
under the Plan (a "Related Option") with respect to all or a portion of the
shares subject to the Related Option. A Limited Right may be exercised only
during the period beginning on the first day following a Change in Control, as
defined in Section 7.2 of the Plan, and ending on the thirtieth day following
such date. Each Limited Right will be exercisable only to the same extent that
the Related Option is exercisable, and in no event after the termination of the
Related Option. In no event may a Limited Right be exercised during the first
six months after the date of grant of the Limited Right. Limited Rights will be
exercisable only when the Fair Market Value (determined as of the date of
exercise of the Limited Rights) of each share of Common Stock with respect to
which the Limited Rights are to be exercised exceeds the Option Price per share
of Common Stock subject to the Related option.


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         (b) Upon the exercise of Limited Rights, the Related Option will be
considered to have been exercised to the extent of the number of shares of
Common Stock with respect to which such Limited Rights are exercised. Upon the
exercise or termination of the Related Option, the Limited Rights with respect
to such Related Option will be considered to have been exercised or terminated
to the extent of the number of shares of Common Stock with respect to which the
Related Option was so exercised or terminated.

         (c) The effective date of the grant of a Limited Right will be the date
on which the Committee approves the grant of such Limited Right. Each grantee of
a Limited Right will be notified promptly of the grant of the Limited Right in
such manner as the Committee prescribes.

         (d) Upon the exercise of Limited Rights, the holder thereof will
receive in cash an amount equal to the product computed by multiplying (i) the
excess of (a) the higher of (x) the Minimum Price Per Share (as hereinafter
defined), or (y) the highest reported closing sales price of a share of Common
Stock on the New York Stock Exchange at any time during the period beginning on
the sixtieth day prior to the date on which such Limited Rights are exercised
and ending on the date on which such Limited Rights are exercised, over (b) the
Option Price per share of Common Stock subject to the Related Option, by (ii)
the number of shares of Common Stock with respect to which such Limited Rights
are being exercised.

         (e) For purposes of this Section 3.2, the term "Minimum Price Per
Share" will mean the highest gross price (before brokerage commissions and
soliciting dealers' fees) paid or to be paid for a share of Common Stock
(whether by way of exchange, conversion, distribution upon liquidation or
otherwise) in any Change in Control which is in effect at any time during the
period beginning on the sixtieth day prior to the date on which such Limited
Rights are exercised and ending on the date on which such Limited Rights are
exercised. For purposes of this definition, if the consideration paid or to be
paid in any such Change in Control will consist, in whole or in part, of
consideration other than cash, the Board will take such action, as in its
judgment it deems appropriate, to establish the cash value of such
consideration.


                                   ARTICLE IV
                               PERFORMANCE AWARDS


4.1      Nature of Performance Awards

         A Performance Award provides for the recipient to receive an amount in
cash or Stock or a combination thereof (such form to be determined by the
Committee) following the attainment of Performance Goals. Performance Goals may
be related to personal performance, corporate performance (including corporate
stock performance), departmental performance or any other category of
performance deemed by the Committee to be important to the success of the
Company. The Committee will determine the Performance Goals, the period or
periods during which performance is to be measured and all other terms and
conditions applicable to the Award.


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Regardless of the degree to which Performance Goals are attained, a Performance
Award will be paid only when, if and to the extent that the Committee determines
to make such payment.

4.2      Other Awards Subject to Performance Condition

         The Committee may, at the time any Award described in this Plan is
granted, impose the condition (in addition to any conditions specified or
authorized in the Plan) that Performance Goals be met prior to the Participant's
realization of any payment or benefit under the Award.


                                    ARTICLE V
                                RESTRICTED STOCK


5.1      Award of Restricted Stock

         The Committee may award to any Participant shares of Stock subject to
this Article V and such other terms and conditions as the Committee may
prescribe, such Stock referred to herein as "Restricted Stock."

         Each certificate for Restricted Stock will be registered in the name of
the Participant and deposited by him or her, together with a stock power
endorsed in blank, with the Corporation.

5.2      Restricted Stock Agreement

         Shares of Restricted Stock awarded under the Plan will be evidenced by
a written agreement in such form and containing such terms and conditions as the
Committee may determine.

5.3      Restriction Period

         At the time of award, there will be established for each Participant a
"Restriction Period" of such length as the Committee determines. The Restriction
Period may be waived by the Committee. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the Restriction Period. Subject to such restriction
on transfer, the Participant as owner of such shares of Restricted Stock will
have the rights of the holder of such Restricted Stock, except that the
Committee may provide at the time of the Award that any dividends or other
distributions paid on such Stock during the Restriction Period will be
accumulated and held by the Company and will be subject to forfeiture under
Section 5.4.

         Upon the expiration or waiver by the Committee of the Restriction
Period, the Corporation will redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to
Section 5.1.


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5.4      Termination of Eligibility

         Unless otherwise determined by the Committee, in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee, or as a
result of his or her death, retirement or disability, the restrictions imposed
under this Article V will lapse with respect to such number of the shares
previously awarded to him or her as may be determined by the Committee. All
other shares of Restricted Stock previously awarded to him or her which are
still subject to restrictions, along with any dividends or other distributions
thereon that have been accumulated and held by the Company, will be forfeited,
and the Corporation will have the right to complete the blank stock power.

         Unless otherwise determined by the Committee, in the event the
Participant ceases to be an Eligible Person for any other reason, all shares of
Restricted Stock previously awarded to him or her which are still subject to
restrictions, along with any dividend or other distributions thereon that have
been accumulated and held by the Company, will be forfeited, and the Corporation
will have the right to complete the blank stock power.


                                   ARTICLE VI
                              DEFERRAL OF PAYMENTS


6.1      Deferral of Amounts

         If the Committee makes a determination to designate Awards or, from
time to time, groups or types of Awards, eligible for deferral hereunder, a
Participant may, subject to such terms and conditions and within such limits as
the Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to
herein as "Deferred Amounts." The Committee may also permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this Article.
Awards which are so deferred will be deemed to have been awarded in cash and the
cash deferred as Deferred Amounts.

         The period between the date on which the Participant's Deferred Amount
would have been payable absent deferral and the final payment of such Deferred
Amount will be referred to herein as the "Deferral Period."

6.2      Investment During Deferral Period

         Unless otherwise determined by the Committee, and subject to such
changes as the Committee may determine, the Deferred Amount will be treated
during the Deferral Period as if it were invested in putative convertible
debentures with a fixed interest rate, compounded annually, for the entire
Deferral Period. For purposes of determining the value of the Deferred


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Amount at the time of payment, each putative debenture will be deemed to be
convertible into Common Stock at a conversion rate computed by reference to the
Fair Market Value of the Common Stock on the last trading day prior to the
regular January meeting of the Board of Directors on or preceding the date of
deferral. Payment of Deferred Amounts may be made in cash, Stock, or partly in
cash and partly in Stock, in the Committee's sole discretion.

6.3      Participant Reports

         Annually, each Participant who has a Deferred Amount will receive a
report setting forth all of his or her then Deferred Amounts and the yield
thereon to date.

6.4      Payment of Deferred Amounts

         Payment of Deferred Amounts will be made at such time or times, and may
be in cash, Stock, or partly in cash and partly in Stock, as the Committee from
time to time determines. The limitations respecting the issuance of Stock or
other limitations on aggregate awards payable contained in the Annual
Performance Plan of the Corporation, Article XVI of the by-laws of the
Corporation, the 1974 Stock Option Plan, the 1979 Stock Option and Long-Term
Incentive Plan, the 1984 Long-Term Incentive Plan, the Plan and in any plan
hereafter adopted by the stockholders will be limitations applicable to the
payment of any Deferred Amounts under this Article VI.

6.5      Alternative Valuation Election

         Unless otherwise determined by the Committee, a Participant may, at a
time established by the Committee, but prior to such Participant's ceasing to be
an Eligible Person, elect to establish the ultimate payable value of each
Deferred Amount by reference to the Fair Market Value of the Common Stock as of
the day on which an alternate valuation election is received by the corporation
in accordance with procedures established by the Committee.

         Notwithstanding the establishment of the ultimate payable value
resulting from the alternate valuation election by the Participant, the yield
will continue as though no such election had been made and will continue to be
subject to the limitations set forth in Section 6.2, and Deferred Amounts and
the yield thereon will be paid as otherwise provided in this Article.


                                   ARTICLE VII
                               CHANGES IN CONTROL


7.1      Effect of Change in Control

         (a) Pre-July 28, 1999 Awards and Deferrals. With respect to Awards made
or granted pursuant to the Plan prior to July 28, 1999 and with respect to
amounts deferred under the Plan prior to July 28, 1999, notwithstanding any
other provision of the Plan, upon the occurrence of a


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Change in Control, as defined in Section 7.2: (i) if so provided in the
respective Stock Option Agreements, as they may be amended from time to time,
Options and, subject to the exercise provisions of Section 3.2(a) of the Plan,
Limited Rights, but not SARs, outstanding and unexercised on the date of the
Change in Control will become immediately exercisable; (ii) all Performance
Awards will be deemed to have been earned on such basis as the Committee may
prescribe and then paid on such basis, at such time and in such form as the
Committee may prescribe, or deferred in accordance with the elections of
Participants; (iii) all Restricted Stock will be deemed to be earned and the
Restriction Period will be deemed expired on such terms and conditions as the
Committee may determine; and (iv) all amounts deferred under this Plan will be
paid to a trustee or otherwise on such terms as the Committee may prescribe or
permit.

         (b) Post-July 28, 1999 Awards and Deferrals. With respect to Awards
made or granted pursuant to the Plan on or after July 28, 1999 and with respect
to amounts deferred under the Plan on or after July 28, 1999, the occurrence of
a Change in Control, as defined in Section 7.2, will have no effect on such
outstanding Awards and deferrals pursuant to the Plan (i) unless, with respect
to an Option or a Limited Right, otherwise provided in the applicable Stock
Option Agreement, as it may be amended from time to time, or (ii) unless the
Committee or the Board determines otherwise.

7.2      Definition of Change in Control

         Unless otherwise provided in an agreement or other document governing
the respective Award or Deferred Amount, as it may be amended from time to time,
the term "Change in Control" means the occurrence of one or more of the
following events: (a) there shall be consummated (i) any consolidation or merger
of the Corporation in which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of the Common Stock would be converted
into cash, securities or other property, other than a merger of the Corporation
in which the holders of Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation, or (b) the stockholders of
the Corporation shall approve any plan or proposal for the liquidation or
dissolution of the Corporation, or (c) (i) any person (as such term is defined
in Section 13(d) of the Exchange Act), corporation or other entity shall
purchase any Common Stock of the Corporation (or securities convertible into
Common Stock) for cash, securities or any other consideration pursuant to a
tender offer or exchange offer, unless, prior to the making of such purchase of
Common Stock (or securities convertible into Common Stock), the Board shall
determine that the making of such purchase shall not constitute a Change in
Control, or (ii) any person (as such term is defined in Section 13(d) of the
Exchange Act), corporation or other entity (other than the Corporation or any
benefit plan sponsored by the Corporation or any of its subsidiaries) shall be
the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
twenty percent or more of the combined voting power of the Corporation's then
outstanding securities ordinarily (and apart from any rights accruing under
special circumstances) having the right to vote in the election of directors
(calculated as


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provided in Rule 13d-3(d) in the case of rights to acquire any such securities),
unless, prior to such person so becoming such beneficial owner, the Board shall
determine that such person so becoming such beneficial owner shall not
constitute a Change in Control, or (d) at any time during any period of two
consecutive years, individuals who at the beginning of such period constituted
the entire Board shall cease for any reason to constitute at least a majority
thereof, unless the election or nomination for election of each new director
during such two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
two-year period.


                                  ARTICLE VIII
                               GENERAL PROVISIONS


8.1      Non-Transferability

         No Option, Limited Right, SAR, Performance Award or share of Restricted
Stock or Deferred Amount under the Plan will be transferable other than by will,
by the applicable laws of descent and distribution, or, if permitted by the
Company, by transfer to a properly designated beneficiary in the event of death.
All Awards and Deferred Amounts will be exercisable or received during the
Participant's lifetime only by such Participant or his or her legal
representative. Any transfer contrary to this Section 8.1 will nullify the
option, Limited Right, SAR, Performance Award or share of Restricted Stock, and
any attempted transfer of a Deferred Amount contrary to this Section 8.1 will be
void and of no effect.

8.2      Beneficiaries

         The Committee may, but need not, establish or authorize the
establishment of procedures not inconsistent with Section 8.1 under which a
Participant may designate a beneficiary or beneficiaries to hold, exercise
and/or receive amounts due under an Award or with respect to Deferred Amounts in
the event of the Participant's death.

8.3      Adjustments Upon Changes in Stock

         If there is any change in the Stock of the Company, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split up, dividend in kind or other change in the corporate structure or
distribution to the stockholders, appropriate adjustments may be made by the
Board of Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation) in the aggregate number and kind of shares subject to the Plan, and
the number and kind of shares and the price per share subject to outstanding
Options or which may be issued under outstanding Performance Awards or Awards of
Restricted Stock. Appropriate adjustments may also be made by the Board of
Directors or the Committee in the terms of any Awards under the Plan to reflect
such changes and to modify any other terms of outstanding Awards on an equitable
basis, including modifications of performance targets and changes in the length
of Performance Periods.


                                      -12-
<PAGE>


8.4      Conditions of Awards

         (a) Unless the Committee determines otherwise, either by waiving the
condition(s) or by limiting or otherwise amending the condition(s) with respect
to any specified Award or group of Awards, the rights of a Participant with
respect to any Award received under this Plan will be subject to the conditions
that, until the Participant has fully received all payments, transfers and other
benefits under the Award, he or she will (i) not engage, either directly or
indirectly, in any manner or capacity as advisor, principal, agent, partner,
officer, director, employee, member of any association or otherwise, in any
business or activity which is at the time competitive with any business or
activity conducted by the Company and (ii) be available, unless he or she has
died, at reasonable times for consultations at the request of the Company's
management with respect to phases of the business with which he or she is or was
actively connected during his or her employment, but such consultations will not
(except in the case of a Participant whose active service was outside the United
States) be required to be performed at any place or places outside of the United
States of America or during usual vacation periods or periods of illness or
other incapacity. In the event that either of the above conditions is applicable
(or is applicable as modified by the Committee) and is not fulfilled, the
Participant will forfeit all rights to any unexercised option or SAR, or any
Performance Award or Stock held which has not yet been determined by the
Committee to be payable or unrestricted (and any unpaid amounts equivalent to
dividends or other distributions or amounts equivalent to interest relating
thereto) as of the date of the breach of condition. Any determination by the
Board of Directors of the Corporation, which will act upon the recommendation of
the Chief Executive Officer, that the Participant is, or has, engaged in a
competitive business or activity as aforesaid or has not been available for
consultations as aforesaid or, if the Committee has modified such condition(s)
with respect to the Participant's Award, that the Participant has not complied
with such condition(s) as modified by the Committee will be conclusive.

         (b) This Section 8.4 will not apply to Limited Rights.

8.5      Use of Proceeds

         All cash proceeds from the exercise of options will constitute general
funds of the Company.

8.6      Tax Withholding

         The Company will withhold from any cash payment made pursuant to an
Award an amount sufficient to satisfy all statutory federal, state and local
withholding tax requirements (the "withholding requirements").

         In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an


                                      -13-
<PAGE>


amount sufficient to satisfy the statutory withholding requirements, or make
other arrangements satisfactory to the Committee with regard to such
requirements, prior to the delivery of any Stock. If and to the extent that such
withholding is required, the Committee may permit the Participant or such other
person to elect at such time and in such manner as the Committee provides to
have the Company hold back from the shares to be delivered, or to deliver to the
Company, Stock having a value calculated to satisfy the statutory withholding
requirement. In the alternative, the Committee may, at the time of grant of any
such Award, require that the Company withhold from any shares to be delivered
Stock with a value calculated to satisfy applicable statutory tax withholding
requirements.

8.7      Non-Uniform Determinations

         The Committee's determinations under the Plan, including without
limitation, (i) the determination of the Participants to receive Awards, (ii)
the form, amount, timing and payment of such Awards, (iii) the terms and
provisions of such Awards and (iv) the agreements evidencing the same, need not
be uniform and may be made by it selectively among Participants who receive, or
who are eligible to receive, Awards under the Plan, whether or not such
Participants are similarly situated.

8.8      Leaves of Absence; Transfers

         The Committee will be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan with respect to any leave
of absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Committee will be entitled to determine (i)
whether or not any such leave of absence will be treated as if the Participant
ceased to be an Employee and (ii) the impact, if any, of any such leave of
absence on Awards under the Plan. In the event a Participant transfers within
the Company, such Participant will not be deemed to have ceased to be an
Employee for purposes of the Plan.

8.9      General Restriction

         (a) Each Award under the Plan will be subject to the condition that, if
at any time the Committee determines that (i) the listing, registration or
qualification of shares of Stock upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government or regulatory
body or (iii) an agreement by the Participant with respect thereto, is necessary
or desirable, then such Award will not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement has
been effected or obtained free from any conditions not acceptable to the
Committee.

         (b) Shares of Common Stock for use under the provisions of this Plan
will not be issued until they have been duly listed, upon official notice of
issuance, upon the New York Stock Exchange and such other exchanges, if any, as
the Board of Directors of the Corporation determines, and a registration
statement under the Securities Act of 1933 with respect to such shares has
become, and is, effective.


                                      -14-
<PAGE>


8.10     Effective Date

         The Plan will be deemed effective as of December 4, 1991.

         No Award may be granted under the Plan after the Plan is terminated
pursuant to Section 8.11, but Awards previously made may extend beyond that date
and Reload Options and additional Reload Options provided for with respect to
original options outstanding prior to that date may continue unless the
Committee otherwise provides and subject to such additional terms and conditions
as the Committee may provide, and the provisions of Article VI of the Plan will
survive and remain effective as to all present and future Deferred Amounts until
such later date as the Committee or the Board of Directors may determine.

         The adoption of the Plan will not preclude the adoption by appropriate
means of any other stock option or other incentive plan for employees and/or
independent contractors.

8.11     Amendment, Suspension and Termination of Plan

         The Board of Directors may at any time or times amend the Plan for any
purpose which may at the time be permitted by law, or may at any time suspend or
terminate the Plan as to any further grants of Awards.

8.12     Certain Definitions

         (a) Unless otherwise determined by the Committee, the terms
"retirement" and "disability" as used under the Plan will be construed by
reference to the provisions of the Westinghouse Pension Plan or other similar
plan or program of the Company applicable to a Participant.

         (b) The term "Fair Market Value" as it relates to Common Stock means
the average of the high and low prices of the Common Stock as reported by the
Composite Tape of the New York Stock Exchange (or such successor reporting
system as the Committee may select) on the relevant date or, if no sale of the
Common Stock has been reported for that day, the average of such prices on the
next preceding day and the next following day for which there were reported
sales. The term "Fair Market Value" as it relates to Formula Value Stock will
mean the value determined by the Committee.

         (c) Unless otherwise determined by the Committee, the term "Subsidiary"
will mean, unless the context otherwise requires, any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
corporation if each of the corporations other than the last corporation in such
chain owns stock possessing more than 50% of the voting power in one of the
other corporations in such chain.


                                      -15-
<PAGE>


         (d) "Formula Value Stock" means shares of a class or classes of stock
the value of which is derived from a formula established by the Committee which
reflects such financial measures as the Committee may determine. Such shares
will have such other characteristics as may be determined at time of their
authorization.








                                      -16-