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                                                                      INFINITY
                                                                 EXHIBIT 10.19



                                 CBS CORPORATION

                             ANNUAL PERFORMANCE PLAN
                        (AS AMENDED AS OF JULY 28, 1999)


PURPOSE: The Annual Performance Plan (the Plan) is intended to provide for an
annual performance payment to key employees of the Company and its subsidiaries
as an incentive to enhance the efficiency and profitability of operations.

ADMINISTRATION: The Plan will be administered by a committee appointed by the
Board of Directors of the Company (the Committee) consisting of at least two
directors who are "non-employee director" as defined by Rule 16b-3 as
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act), as such rule may be amended, or any successor rule. The Committee shall
have the right to delegate authority to take any action that may be taken by the
Committee under those sections of the Plan titled "Administration,"
"Eligibility," "Payment of Awards," or "Participants' Rights;" provided,
however, such delegation authority shall not extend to any action with respect
to persons who are required to file reports with respect to securities of the
Company pursuant to Section 16(a) of the Exchange Act. The Committee is
authorized to interpret the Plan and determine when, to whom, in what manner or
form, in what amount, over what period of time and under what terms, conditions
and limitations payments under the Plan will be made. Except as otherwise noted
herein, the Committee's determination will be conclusive and binding on all
parties. Payments to participants who are employees of subsidiaries of the
Company will be made by such subsidiaries pursuant to appropriate action by
their respective boards of directors. The Plan may be amended in whole or in
part or terminated at any time by the Board of Directors.

ELIGIBILITY: Participation in the Plan will be limited to key employees selected
by the Committee who are in a position to influence the results of operations.

INCENTIVE FUND: Prior to the commencement of each fiscal year, and subject to
such restrictions as may be imposed by the Board of Directors, the Committee
will determine the basis for developing the incentive fund for the Plan for that
year. Such fund shall not exceed five percent of the consolidated net income of
the Company and its subsidiaries during such year, before deducting income taxes
and any provision for such additional compensation, plus any unused incentive
fund amounts carried forward from previous years. In determining the amount of
the fund, the Committee may exclude any part of any item of unusual or
nonrecurring income or loss not arising in the ordinary course of business. If
the full amount of the fund is not allocated in that year, such portion of the
balance as determined by the Committee may be carried forward and be available
for payment in any subsequent year or years.


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PAYMENT OF AWARDS: The Committee will determine (i) when awards will be paid,
(ii) the amount of such awards, if any, (iii) whether such payments will be in a
lump sum or in installments, (iv) whether such payments will be made entirely in
cash, entirely in shares of common stock or other securities of the Company, or
in a combination thereof and (v) whether a portion or all of such payments may
be deferred and the yield, if any, to be paid by the Company on deferred
amounts. Such determinations will be subject to any terms and conditions that
the Committee may establish, including, without limitation, the method of
computing the ultimate payable value of deferred amounts, whether shares of
common stock or securities of the Company used for payments hereunder shall be
purchased on the open market, authorized but unissued, or held in the treasury,
the date on which or the period during which such shares or securities will be
valued and the method of such valuation. The Committee may establish or
authorize the establishment of procedures not inconsistent with the Plan under
which a recipient may designate a beneficiary or beneficiaries to receive an
award or payments due with respect to deferred amounts in the event of the
recipient's death.

PARTICIPANTS' RIGHTS: Participants shall not have guaranteed rights of
employment nor any entitlements under the Plan; however, if a participant's
employment terminates prior to the end of a year, the Committee may determine
the extent, if any, to which the participant may be granted an award under the
Plan for that year.

OTHER PLANS: The adoption of the Plan shall not preclude the adoption or
operation of other compensation or incentive plans by the Company, its
subsidiaries and affiliates.

NON-TRANSFERABILITY: No award or right under the Plan shall be transferable by a
participant otherwise than by will, by the applicable laws of descent and
distribution, or by transfer to a properly designated beneficiary in the event
of death, and any rights under the Plan shall be exercisable during the
participant's lifetime only by the participant, or by the participant's guardian
or legal representative.

CHANGE IN CONTROL: In the event of a Change in Control as defined herein: (a)
(i) with respect to any awards approved by the Committee and made prior to July
28, 1999 pursuant to the Plan, to the extent not already vested, all benefits
hereunder with respect to such awards shall be vested immediately, and (ii)
awards as to a period of time less than a full year may be made as the Committee
may determine as of the date of such Change in Control and then paid on such
basis and in such form as the Committee may prescribe; and (b) with respect to
any awards approved by the Committee and made prior to July 28, 1999 pursuant to
the Plan, the value of all unpaid benefits and deferred amounts with respect to
such awards shall be paid in cash to Pittsburgh National Bank, the trustee for
this Plan, or a successor trustee, pursuant to a trust agreement between the
Company and the trustee, or otherwise on such terms as the Committee may
prescribe or permit. For purposes of this paragraph, the value of deferred
amounts shall be the greater value of (i) the cash amount equal to the face
value of the putative "debentures" (as heretofore and hereafter determined and
defined by the Committee) plus cash equal to accrued interest or (ii) the number
of shares of Common Stock into which the putative debentures are convertible
(the value of which shall be based upon the highest price of the Common Stock as


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reported by the composite tape of the New York Stock Exchange during the thirty
days immediately preceding the Change in Control), plus cash equal to accrued
interest.

           A Change in Control shall mean the occurrence of one or more of the
following events:

                    (a) there shall be consummated (i) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Common Stock would be
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Company's 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 Company, or (b)
the shareholders of the Company shall approve of any plan or proposal for the
liquidation or dissolution of the Company, 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 Company (or securities convertible into
the Company's 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 Company or any
benefit plan sponsored by the Company or any of its subsidiaries) shall become
the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing twenty
percent or more of the combined voting power of the Company'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 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 as 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.


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