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                                                                 Exhibit 10(d)







                                        WESTINGHOUSE EXECUTIVE PENSION PLAN








                                                        As Amended and Restated
                                                     Effective December 4, 1997


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                        <C>
    Section 1.        Definitions                                             1

    Section 2.        Qualification for Benefits;
                      Mandatory Retirement                                    4

    Section 3.        Calculation of Executive Pension                        5
                      Supplement

    Section 4.        Death in Active Service                                 5

    Section 5.        Payment of Benefits                                     6

    Section 6.        Plan Costs                                              7

    Section 7.        Conditions to Receipt of Executive                      7
                      Pension Supplement

    Section 8.        Administration                                          7

    Section 9.        Modification or Termination                             8

    Section 10.       Miscellaneous                                           9

    Section 11.       Creditors' Claims                                       9

    Section 12.       Change in Control                                       9

    Section 13.       Governing Law                                          11

    Section 14.       Severability                                           11

    Section 15.       Authority to Expand Benefits                           12

    Appendix A        Executive Buy Back                                     13

    Appendix B        Rehired Executives                                     14
</TABLE>


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                       WESTINGHOUSE EXECUTIVE PENSION PLAN


     WHEREAS, Westinghouse Electric Corporation ("Westinghouse") established the
Westinghouse Executive Pension Plan (the "Plan") in order to provide
supplemental pension benefits for its eligible employees and their
beneficiaries; and

     WHEREAS, the Plan has been established by Westinghouse primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees; and

     WHEREAS, the Board of Directors of Westinghouse has determined to amend the
Plan in certain respects;

     NOW, THEREFORE, the Plan is hereby amended and restated in its entirety,
effective as of December 4, 1997, as follows:

     Section 1. Definitions

     (a) Administrative Managers. Administrative Managers means the persons or
entities identified from time to time by the chief executive officer of
Westinghouse to serve as administrative managers for the Plan, the Westinghouse
Pension Plan and certain other plans, and to have authority with respect to
administration and all other fiduciary matters with respect to such plans that
are not within the authority of the Financial Managers.

     (b) Average Annual Compensation. Average Annual Compensation means the
amount determined by multiplying 12 times the average of the five highest of the
Executive's December l monthly base salaries during the ten year period
immediately preceding the earliest of the Executive's date of death, the
Executive's actual retirement date or the Executive's Normal Retirement Date,
and adding to that product the average of the Executive's five highest annual
incentive compensation awards paid under the Westinghouse Annual Incentive
Programs or equivalent annual program or programs during the ten-year period
ending with the earliest of the year of the Executive's death, the year of the
Executive's actual retirement date or the year of the Executive's Normal
Retirement Date. In the case of an Eligible Affected Employee, the Executive's
Effective Termination Date will be substituted for "actual retirement date" in
determining Average Annual Compensation.

     (c) Board. Board means the Board of Directors of Westinghouse.

     (d) Credited Service. Credited Service shall have the same meaning as
defined in the Westinghouse Pension Plan, provided for purposes of the Plan it
shall also include such service with a Designated Entity or Designated Group;
but it shall not include any "deemed" service which may be awarded under a
special retirement window or similar arrangements.

     (e) Defined contribution plan. When used in the Plan, the term "defined
contribution plan" shall not include (1) the Westinghouse Savings Program or any
similar program of, or made 



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available to employees of, an Employer, a Designated Entity or a Designated
Group or (2) any amount received pursuant to a cash or deferred arrangement (as
that term is defined in the Internal Revenue Code of 1986, as amended)
maintained by, or made available to employees of, Westinghouse, an Employer, a
Designated Entity or a Designated Group.

     (f) Designated Entity. Designated Entity means an Affiliated Entity or
other entity that has been and is still designated by the Managers as
participating in the Plan.

     (g) Designated Group. Designated Group means a group of employees that has
been and is still both defined and designated by the Managers as participating
in the Plan.

     (h) Employer. Employer means a participating Employer under the
Westinghouse Pension Plan.

     (i) Executive. Executive means any Employee who is employed in a corporate
grade 40 or above position or a comparable position with Westinghouse, an
Employer, a Designated Entity or a Designated Group, or in a position with
Westinghouse, an Employer, a Designated Entity or a Designated Group that is
otherwise determined by the chief executive officer of Westinghouse or the
Managers to be eligible as an Executive position under the Plan based upon the
duties and responsibilities of the position, and the Employee has been so
notified in writing.

     By participating in the Westinghouse Executive Pension Plan, an Executive
is also deemed to be a "bona fide executive" and/or "high policymaking
employee," as defined under the federal Age Discrimination in Employment Act, as
amended.

     (j) Executive Benefit Service. Executive Benefit Service means the
Executive's total years of Eligibility Service if: (1) the Executive was making
the Maximum Contribution during each of those years; or (2) the Executive (i)
was making the Maximum Contribution during each of those years after the date he
or she first became an Executive and (ii) has complied with the provisions of
the Executive Buy Back process (as set forth in Appendix A of the Plan) as to
those years prior to his or her first becoming an Executive. The Executive
Benefit Service of an Executive who did not make the Maximum Contribution during
those years prior to the date he or she first became an Executive and has not
complied with the Executive Buy Back process will be based solely on the
period(s) of Eligibility Service during which he or she made the Maximum
Contribution.

     (k) Executive Pension Base. Executive Pension Base means the amount
determined by multiplying 1.47 percent times Average Annual Compensation times
the number of years of Executive Benefit Service accrued to the earliest of the
Executive's actual retirement date, the Executive's Normal Retirement Date or
the date of the Executive's death; or, in the case of an Eligible Affected
Employee, the Executive's Effective Termination Date. Also, in the case of an
Eligible Affected Employee, in the event that benefits commence under this Plan
prior to age 65, then the Executive Pension Base will be actuarially reduced by
the same percentage that the Executive's benefit under the Westinghouse Pension
Plan would be actuarially reduced for life annuity benefits commencing at the
time.




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     (l) Executive Pension Supplement. Executive Pension Supplement means the
pension calculated pursuant to Sections 3 and 4 of this Plan. There will be no
Executive Pension Supplement payable if the Executive's Qualified Plan Benefit
equals or exceeds his or her Executive Pension Base.

     (m) Financial Managers. Financial Managers means the persons or entities
identified from time to time by the chief executive officer of Westinghouse to
serve as financial managers for the Plan, the Westinghouse Pension Plan and
certain other plans, and to have authority with respect to establishing
investment policy, appointing, directing, providing guidelines to and monitoring
the performance of investment managers and trustees, establishing funding and
actuarial policies and practices, and managing the funding, cost and financial
aspects of such plans.

     (n) Managers. Managers means the Financial Managers and the Administrative
Managers.

     (o) Maximum Contribution. Maximum Contribution means: (1) during such time
as the Employee was eligible to participate in the Westinghouse Pension Plan,
the Employee contributed the maximum amount the Employee was permitted to
contribute to the Westinghouse Pension Plan, and (2) during such time as the
Employee was employed by a Designated Entity or as part of a Designated Group,
the Employee (i) contributed the maximum amount the Employee was permitted to
contribute, if any, to that Designated Entity's or Designated Group's defined
benefit pension or defined contribution plan, if any, or to such defined benefit
pension or defined contribution plan as was made available to employees of said
Designated Entity or Designated Group, if any, and (ii) paid Westinghouse an
amount of each of his or her annual incentive compensation awards based on the
maximum Westinghouse Pension Plan contribution formula applied to 50% of said
awards.

     (p) Plan. Plan means the Westinghouse Executive Pension Plan.

     (q) Qualified Plan Benefit. Qualified Plan Benefit means (1) the annual
amount of pension the Executive has accrued under the Westinghouse Pension Plan
and any applicable defined benefit pension plan of, or made available to
employees of, a Designated Entity or Designated Group based on Credited Service
accumulated up to the earlier of the Executive's actual retirement date or
death, (2) the amount the Executive is entitled to receive on a life annuity
basis for retirement under any applicable defined contribution plan of, or made
available to employees of, a Designated Entity or Designated Group, and (3) in
any case where service included in the Executive's Eligibility Service also
entitles that Executive to benefits under one or more retirement plans (whether
a defined benefit or defined contribution plan or both) of another company, the
amount the Executive is entitled to receive on a life annuity basis for
retirement from those plans; provided, the method of benefit measurement, in the
case of (2) and (3) above, shall be on the basis of procedures determined by the
Administrative Managers on a plan-by-plan basis. The Qualified Plan Benefit does
not include any early pension retirement supplement or any amount received
pursuant to a cash or deferred arrangement (as that term is defined in the
Internal Revenue Code of 1986, as amended) maintained by Westinghouse, an
Employer, a Designated Entity or a Designated Group or any amount received
pursuant to the Westinghouse Savings Program or any similar program of, or made
available to employees of, an Employer, a Designated Entity or a Designated
Group. In the case of an Eligible Affected Employee, the Executive's Effective
Termination Date will be substituted for "actual retirement date" in determining
his or her Qualified Plan Benefit.




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     (r) Retirement Eligible. Retirement Eligible means that the Executive is
accruing Eligibility Service and (i) has attained age 65 and completed five or
more years of Eligibility Service, (ii) has attained age 60 and completed 10 or
more years of Eligibility Service, (iii) has attained age 58 and completed 30 or
more years of Eligibility Service, (iv) has satisfied the requirements for an
immediate pension under the Special Retirement Pension provisions of the
Westinghouse Pension Plan, or (v) is an Eligible Affected Employee.

     (s) Westinghouse. Westinghouse means Westinghouse Electric Corporation.

     (t) Westinghouse Annual Incentive Programs. Westinghouse Annual Incentive
Programs means the Westinghouse Annual Performance Plan, the Westinghouse Annual
Incentive Plan, and the former Westinghouse By-law XVI Incentive Compensation
Program.

     (u) Westinghouse Pension Plan Definitions. Terms used in this Plan which
are defined in the Westinghouse Pension Plan, as amended, shall have the same
meanings unless otherwise expressly stated in this Plan.

     Section 2. Qualification for Benefits; Mandatory Retirement

     (a) Qualification for Benefits. Subject to Section 8 and other applicable
provisions hereof, if any, each Executive shall be entitled to the benefits of
this Plan on separation of service from Westinghouse, an Employer, a Designated
Entity or a Designated Group, provided that such Executive: (i) has been
employed in a position that meets the definition of Executive for five or more
continuous years immediately preceding the earlier of the Executive's actual
retirement date or the Executive's Normal Retirement Date; (ii) has made the
Maximum Contribution during each year of Eligibility Service from the date he or
she first became an Executive until the earliest of his or her date of death,
actual retirement date or Normal Retirement Date; (iii) is a participant in the
Westinghouse Pension Plan or in the defined benefit or defined contribution plan
of, or made available to employees of, a Designated Entity or Designated Group,
if any; and (iv) is Retirement Eligible on the date of voluntary or involuntary
separation of service from Westinghouse, an Employer, a Designated Entity or a
Designated Group or, in the case of a Surviving Spouse benefit, satisfies the
requirements for benefits under Section 4 of the Plan. In the case of an
Eligible Affected Employee, the Executive's Effective Termination Date will be
substituted for "actual retirement date" in clauses (i) and (ii) above, and
clause (iv) will not apply.

     (b) Mandatory Retirement. Pursuant to this Plan, Westinghouse shall be
entitled, at its option, to retire any Executive who has attained sixty-five
years of age and who, for the two-year period immediately before his or her
retirement, has participated in this Plan, if such Executive is entitled to an
immediate nonforfeitable annual retirement benefit from a pension,
profit-sharing, savings or deferred compensation plan, or any combination of
such plans, of Westinghouse, an Employer or any Affiliated Entity, which equals,
in the aggregate, at least $44,000. The calculation of such $44,000 (or greater)
amount shall be performed in a manner consistent with 29 U.S.C.A. 
Section 631(c)(2).



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     Section 3. Calculation of Executive Pension Supplement

     The Executive Pension Supplement for an Executive who meets the
qualifications of Section 2 of the Plan retiring on an Early, Normal or Special
Retirement Date shall be calculated as follows:

     (a) If the Executive (i) has attained age 60 and completed 10 or more years
of Eligibility Service, (ii) has attained age 65, or (iii) has satisfied the
eligibility requirements for an immediate pension under the Special Retirement
Pension provisions of the Westinghouse Pension Plan, the Executive Pension
Supplement is determined by subtracting the Executive's Qualified Plan Benefit
that would be payable if he or she elected a Life Annuity Option (after any
reduction for early retirement, if applicable) from his or her Executive Pension
Base.

     (b) If the Executive has not met the requirements of Section 3(a) above but
has attained age 58 and completed 30 or more years of Eligibility Service, the
Executive Pension Supplement is determined by subtracting the Executive's
Qualified Plan Benefit that would be payable if he or she elected a Life Annuity
Option (before any reduction for retirement prior to age 60) from his or her
Executive Pension Base.

     If the Executive is an Eligible Affected Employee, the Executive Pension
Supplement is determined by subtracting the Executive's Qualified Plan Benefit
that would be payable if he or she elected a Life Annuity Option at his or her
Effective Termination Date (after reduction for early retirement) from his or
her Executive Pension Base (also after reduction by the same percentage for
early retirement).

     Section 4. Death in Active Service

     (a) Eligibility For an Immediate Benefit. If an Executive dies in active
service and, on his or her date of death, satisfies the requirements of the
Surviving Spouse Benefit for Death Before Retirement provisions of the
Westinghouse Pension Plan and satisfied the requirements of Section 2(a)(ii) and
(iii) at the time of death, a Surviving Spouse benefit shall also be payable
under this Plan if his or her Executive Pension Base exceeds his or her
Qualified Plan Benefit. The duration portion of the requirement of Section 2(i)
of the Plan that the Executive be employed in a position that meets the
definition of Executive for five or more continuous years is waived in this
case.

     The Surviving Spouse Benefit under this Section 4(a) shall be the Executive
Pension Supplement reduced in the same manner as though the benefit were payable
under the Westinghouse Pension Plan. For purposes of this paragraph, the
Executive Pension Supplement shall be calculated as follows:

     (i) If the Executive had attained age 60 or if the Executive had completed
30 years of Eligibility Service, the Executive Pension Supplement would be
calculated as described in Section 3(a);

     (ii) If the Executive did not meet either of the requirements set forth in
subparagraph (i) above, the Executive Pension Supplement would be 80% of the
difference between the Executive Pension Base and the unreduced Qualified Plan
Benefit.



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     (b) Eligibility for a Deferred Benefit. If an Executive dies in active
service who does not satisfy the requirements of Section 4(a) above but who
satisfies the requirements of the Surviving Spouse Benefit for Certain Vested
Employees provisions of the Westinghouse Pension Plan and satisfied the
requirements of Section 2(a)(ii) and (iii) at the time of death, a Surviving
Spouse benefit shall also be payable under this Plan if his or her Executive
Pension Base exceeds his or her Qualified Plan Benefit. The duration portion of
the requirement of Section 2(a)(i) of the Plan that the Executive be employed in
a position that meets the definition of Executive for five or more continuous
years is waived in this case.

     The Surviving Spouse benefit under this Section 4(b) shall be the Executive
Pension Supplement reduced in the same manner as though the benefit were payable
under the Westinghouse Pension Plan. For purposes of this paragraph, the
Executive Pension Supplement shall be calculated by subtracting the Executive's
Qualified Plan Benefit (before any reductions) from his or her Executive Pension
Base.

     Section 5. Payment of Benefits

     No benefits shall be payable under this Plan to any Executive whose
employment terminates for any reason other than death prior to satisfying the
definition of Retirement Eligible hereunder.

     The Executive Pension Supplement shall be paid in monthly installments,
each equal to 1/12th of the annual amount determined in Section 3 or 4,
whichever is applicable. If the Executive or Surviving Spouse is eligible for
Plan benefits, such payments shall commence at the same time as payments under
the Westinghouse Pension Plan, if any. If the Executive or Surviving Spouse is
eligible for Plan benefits and is receiving payments from a defined benefit or
defined contribution plan of, or made available to employees of, a Designated
Entity or Designated Group and not from the Westinghouse Pension Plan, payments
shall commence at the same time as payments under such Designated Entity or
Designated Group plan provided the requirements of Section 2(a)(iv) have been
met. The payments shall be payable for the life of the Executive or the
Executive's Surviving Spouse, as the case may be.

        Unless the Financial Managers determine otherwise, the Executive may
elect that the Executive Pension Supplement determined in Section 3 be paid in
accordance with any of the optional forms of payment, other than as a lump sum,
then available under the Westinghouse Pension Plan, subject to the same
reductions or other provisions that apply to the elected form of payment under
the Westinghouse Pension Plan. Any election hereunder as to optional forms of
payment may be revoked prior to the effective date of such election, but may not
be revoked on or after the Executive's actual retirement date for any reason.
All elections hereunder become effective on the Executive's actual retirement
date.

     Regardless of the form of payment elected by the Executive, after the
Executive retires and begins receiving an Executive Pension Supplement a minimum
of 60 times the monthly payment he or she would have received on a life annuity
basis is guaranteed hereunder.




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     Surviving Spouse benefits under this Plan will be paid in accordance with
the form of payment made for Surviving Spouse Benefits under the Westinghouse
Pension Plan. Once a Surviving Spouse Benefit determined under Section 4(a) has
commenced, a minimum of 60 times the monthly benefit payable to the Surviving
Spouse is guaranteed hereunder.

     In the event that an Executive retires or otherwise ceases to be an
Employee of Westinghouse, an Employer, a Designated Entity or a Designated Group
and is later rehired by one of those entities, the additional provisions set
forth in Appendix B to the Plan will apply.

     Section 6. Plan Costs

     Benefits payable under the Plan and any expenses in connection therewith
will be paid by Westinghouse to the extent they are not available to be paid
from any trust fund established by Westinghouse to help defray the costs of
providing Plan benefits.

     Section 7. Conditions to Receipt of Executive Pension Supplement

     Payments of benefits under this Plan to Executives are subject to the
condition that the recipient shall not engage directly or indirectly in any
business which is at the time competitive with any business or part thereof, or
activity then conducted by, Westinghouse, any of its subsidiaries or any other
corporation, partnership, joint venture or other entity of which Westinghouse
directly or indirectly holds a 10% or greater interest (together, the "Company")
in the area in which such business, or part thereof, or activity is then being
conducted by the Company, unless such condition is specifically waived with
respect to such recipient by the Westinghouse Board of Directors. Breach of the
condition contained in the preceding sentence shall be deemed to occur
immediately upon an Executive's engaging in competitive activity. Payments
suspended for breach of the condition shall not thereafter be resumed whether or
not the Executive terminates the competitive activity. A recipient shall be
deemed to be engaged in such a business indirectly if he or she is an employee,
officer, director, trustee, agent or partner of, or a consultant or advisor to
or for, a person, firm, corporation, association, trust or other entity which is
engaged in such a business or if he or she owns, directly or indirectly, in
excess of five percent of any such firm, corporation, association, trust or
other entity. The ongoing condition of this Section 7 shall not apply to an
Executive age 65 or older.

     Section 8. Administration

     This Plan shall be administered by the Administrative Managers. The
Administrative Managers shall have the right to make reasonable rules from time
to time regarding the Plan; such rules shall be consistent with the policy
provided herein. The Administrative Managers shall have full and absolute
discretion and authority to control and manage the operation and administration
of the Plan, and to interpret and apply the terms of the Plan. This full and
absolute discretion and authority shall include the power to interpret, construe
and apply the provisions of the Plan, and any construction adopted by the
Administrative Managers in good faith shall be final and binding.

     In accordance with the provisions of Section 503 of the Employee Retirement
Income Security Act of 1974, the Administrative Managers shall provide a
procedure for handling claims of





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participants or their beneficiaries under this Plan. Such procedure shall be
in accordance with regulations issued by the Secretary of Labor and shall
provide adequate written notice within a reasonable period of time with respect
to the denial of any such claim as well as a reasonable opportunity for a full
and fair review of any such denial.

     The Board may authorize the establishment of one or more trusts and the
appointment of a trustee or trustees ("Trustee") to hold any and all assets of
the Plan in trust.

     Section 9. Modification or Termination

     (a) Westinghouse reserves the right, at any time and from time to time,
without notice, to suspend or terminate the Plan or to amend, in whole or in
part, any and all provisions of the Plan, acting as follows:

     (i) The Board may suspend the Plan, terminate the Plan, or adopt Plan
amendments that amend any and all provisions of the Plan in whole or in part;

     (ii) The Compensation Committee of the Board may adopt Plan amendments that
amend any and all provisions of the Plan in whole or in part;

     (iii) The Managers may adopt Plan amendments that amend any and all
provisions of the Plan in whole or in part, provided that no amendments may be
adopted by the Managers that would materially change any Plan benefits or
materially increase the costs of the Plan; and

     (iv) The Administrative Managers may adopt Plan amendments that relate 
solely to the administration of the Plan and do not materially change any Plan
benefits or materially increase the costs of the Plan.

     Any such change, termination or suspension shall be effective at such time
as is specified by the Board, the Compensation Committee, the Managers, or the
Administrative Managers, as applicable, or, if no such time is so specified,
upon the adoption thereof.

     (b) Notwithstanding the above, no such change or termination may adversely
affect (i) the benefits of any Executive who retires prior to such change or
termination or (ii) the right of any then current Executive to receive upon
retirement (or to have a Surviving Spouse or beneficiary receive upon the
Executive's death), an Executive Pension Supplement, calculated as of the
effective date of such change or termination, under the Plan provided that the
Executive meets the following two conditions: (1) at the time of such change or
termination the Executive has vested pension benefits under the Westinghouse
Pension Plan and/or any applicable pension plan of a Designated Entity or
Designated Group, and (2) at the date of such change or termination and at the
date of actual retirement or death the Executive has occupied, for the then
required period next preceding such dates, a position that meets the definition
of Executive in Section 1(i) of this Plan as in effect at the date of such
change or termination.



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     Section 10. Miscellaneous

     (a) No Executive, former Executive or Surviving Spouse shall have the right
to anticipate, alienate, sell, transfer, assign, pledge, encumber, or otherwise
subject to lien any of the benefits provided under this Plan. Such rights may
not be subject to the debts, contracts, liabilities, engagements or torts of the
Executive, former Executive or Surviving Spouse of an Executive.

     (b) If, in the opinion of Westinghouse, a person to whom a benefit is
payable is unable to care for his or her affairs because of illness, accident or
any other reason, any payment due the person, unless prior claim therefore shall
have been made by a duly qualified guardian or other duly appointed and
qualified representative of such person, may be paid to some member of the
person's family, or to some other party who, in the opinion of Westinghouse, has
incurred expense for such person. Any such payment shall be a payment for the
account of such person and shall be a complete discharge of Westinghouse's
liability under this Plan.

     (c) Westinghouse, in adopting this Plan, shall not be held to create or
vest in any Executive or any other person any interest, pension or benefits
other than the benefits specifically provided herein, or to confer upon any
Executive the right to remain in the service of Westinghouse.

     Section 11. Creditors' Claims

     Any assets purchased by Westinghouse to provide benefits under this Plan
shall at all times remain subject to the claims of general creditors of
Westinghouse and any Executive, former Executive or Surviving Spouse of an
Executive participating in the Plan has only an unsecured promise to pay
benefits from Westinghouse.

     Section 12. Change in Control

     A. 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
Westinghouse in which Westinghouse is not the continuing or surviving
corporation or pursuant to which shares of Westinghouse's Common Stock would be
converted into cash, securities or other property, other than a merger of
Westinghouse in which the holders of Westinghouse'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 Westinghouse, or
(b) the stockholders of Westinghouse shall approve any plan or proposal for the
liquidation or dissolution of Westinghouse, or (c) (i) any person (as such term
is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), corporation or other entity shall purchase any Common
Stock of Westinghouse (or securities convertible into Westinghouse 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 Westinghouse
Common Stock (or securities convertible into Westinghouse 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 




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term is defined in Section 13(d) of the Exchange Act), corporation or other
entity (other than Westinghouse or any benefit plan sponsored by Westinghouse 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 Westinghouse representing twenty percent or more of the combined
voting power of Westinghouse'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 of Directors of Westinghouse 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 of Directors of Westinghouse shall cease for any reason to
constitute at least a majority thereof, unless the election or the 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.

     B. Notwithstanding any other provision of this Plan, upon a Change in
Control, as defined above, the following shall apply: (i) all Executives shall
be deemed vested; (ii) an amount sufficient to fund all unpaid benefits and any
Surviving Spouse Benefits payable under this Plan, shall be paid immediately by
Westinghouse to the Trustee pursuant to a trust agreement for the Westinghouse
Executive Pension Plan Trust for payment of such benefits at the earliest date
available in accordance with the provisions hereof and on such other terms as a
committee composed of the Chief Executive Officer, the Chief Financial Officer
and the Chief Legal Officer of Westinghouse, shall deem appropriate (including a
direction to the Trustee to pay immediately all benefits on a present value
basis and/or such other terms as they may deem appropriate). Notwithstanding
this funding, Westinghouse shall be obligated to pay benefits to Executives and
to Surviving Spouses of Executives to the extent such funding proves to be
insufficient. To the extent such funding proves to be more than sufficient, the
excess shall revert to Westinghouse.

     Upon a Change in Control, for any Executive in the Plan who is
involuntarily separated and who is not then eligible for a Normal or Special
Retirement Pension under the Westinghouse Pension Plan, such separation shall be
deemed to be a separation due to a Permanent Job Separation, and the Special
Retirement Pension provisions under the Westinghouse Pension Plan shall be used
for purposes of determining eligibility and payment of benefits to such
Executive under the Plan.

     The present value of benefits payable by the Trustee shall be calculated
for specific groups of Executives at the time of the Change in Control as
follows:

     a.   The present value of the benefits payable from this Plan to Executives
          who have retired at the time of the Change in Control (as well as
          benefits payable from this Plan to any Surviving Spouse of an
          Executive) shall be calculated by using the PBGC immediate discount
          rate established and in effect for the beginning of the calendar year
          in which the Change in Control occurs.

     b.   The present value of the benefits payable from this Plan to Executives
          who are eligible to retire under the terms of this Plan at the time of
          the Change in Control shall be calculated by using the PBGC immediate
          discount rates established and in effect at the 





                                      -10-
<PAGE>   13



               beginning of the calendar year in which the Change in Control
               occurs, assuming a pension which is immediately payable at the
               time of the Change in Control.

          c.   The present value of the benefits payable from this Plan to
               Executives who have completed at least thirty (30) years of
               service with Westinghouse, an Employer, a Designated Entity or a
               Designated Group but have not yet attained age 58 at the time of
               the Change in Control shall be calculated by using the PBGC
               deferred discount rates established and in effect for the
               beginning of the calendar year in which the Change in Control
               occurs, assuming a pension which is payable at age 58.

          d.   The present value of benefits payable from this Plan to
               Executives who have completed at least ten (10) years of service
               with Westinghouse, an Employer, a Designated Entity or a
               Designated Group but less than thirty (30) years of service at
               the time of the Change in Control, but have not yet attained age
               60 at the time of the Change in Control, shall be calculated by
               using the PBGC deferred discount rates established and in effect
               for the beginning of the calendar year in which the Change in
               Control occurs, assuming a pension which is payable at age 60.

          e.   The present value of benefits payable from this Plan to
               Executives who have completed less than ten (10) years of service
               with Westinghouse, an Employer, a Designated Entity or a
               Designated Group at the time of the Change in Control shall be
               calculated by using the PBGC deferred discount rates established
               and in effect for the beginning of the calendar year in which the
               Change in Control occurs, assuming a pension which is payable at
               age 65.

     In calculating the benefit payable to each Executive, any offset for the
Westinghouse Pension Plan or other qualified plan in which the Executive
participates, shall be based upon the last official pension file data available,
adjusted to the date of any Change in Control by assuming that the most recent
salary reflected in the pension file remains constant.

     Notwithstanding any provision of this Plan, at any time following a Change
in Control, this Plan may not be (a) amended such that future benefits would be
reduced, (b) suspended or (c) terminated (i) as to the further accrual of
benefits, and (ii) as to the payment of benefits, at any time prior to the last
payment, determined in accordance with the provisions of this Plan, to each
Executive, former Executive receiving benefits under the Plan, or eligible
spouse.

     Section 13. Governing Law

     To the extent not preempted by federal law, the law of the Commonwealth of
Pennsylvania shall govern the construction and administration of the Plan.

     Section 14. Severability

     If any provision of this Plan or the application thereof to any
circumstance or person is held to be invalid by a court of competent
jurisdiction, the remainder of the Plan and the application of such provision to
other circumstances or persons shall not be affected thereby.




                                      -11-
<PAGE>   14



     Section 15. Authority to Expand Benefits

     The Board or the Compensation Committee of the Board may, from time to time
and without notice, by resolution of the Board or of the Compensation Committee
of the Board, authorize the payment of benefits or expand the benefits otherwise
payable or to be payable hereunder to any one or more individuals. The Board and
the Compensation Committee shall each have the right to delegate authority to
take any action that they may take under this Section 15 of the Plan within such
limits as they each may approve from time to time.





                                      -12-
<PAGE>   15



                                   APPENDIX A

                               EXECUTIVE BUY BACK



     The Executive Buy Back process permits newly eligible Executives to "buy
back" past years of Executive Benefit Service under the Plan for periods of time
during which they did not make the Maximum Contribution.

     If an Employee did not make the Maximum Contribution during each of the
years of his or her Eligibility Service prior to the time he or she first became
an Executive, the Employee will be permitted to pay an amount equal to the
Maximum Contributions that would have been payable during the ten years prior to
the date he or she first became an Executive (or such lesser period from the
later of January 1, 1985 or the date the Employee was employed by Westinghouse,
an Employer, a Designated Entity or a Designated Group) plus compounded interest
on that amount in order to "buy back" his or her non-contributory years of
service.

     Upon qualifying as an Executive, an Executive will be offered an Executive
Buy Back opportunity at the time he or she first becomes an Executive. The
actual terms of the Executive Buy Back will be determined from time to time by
the Administrative Managers. This election will be offered one time to the
Executive and his or her decision whether or not to "buy back" will be
irrevocable.

     Executive Buy Back payments will be made to Westinghouse and will not be
deposited into the Westinghouse Pension Plan Trust. Any Executive Buy Back
payments made by the Executive will not increase the Executive's Qualified Plan
Benefit.

     If, at some point, an Employee is no longer an Executive or otherwise
becomes ineligible to receive an Executive Pension Supplement, any Executive Buy
Back payments the Employee has made (including any interest the Employee paid)
plus any other amount as defined in Section 1(o)(2)(ii) in the definition of
Maximum Contribution paid by the Employee to Westinghouse will be refunded, with
interest, at such time as the Employee meets one of the following criteria:
termination or retirement from Westinghouse, an Employer, a Designated Entity or
a Designated Group; or death; provided, however, no refund shall be made if the
Employee is an eligible Executive, whether or not the amount of his or her
Executive Pension Supplement exceeds zero. All interest rates will be determined
at the discretion of Westinghouse.




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<PAGE>   16



                                   APPENDIX B

                               REHIRED EXECUTIVES



Section 1.  Retired Executives Rehired as Executives

     If an Executive who retired from Westinghouse, an Employer, a Designated
Entity or a Designated Group and who received or is receiving an Executive
Pension Supplement as a lump sum or on a monthly basis is rehired in an
Executive position by Westinghouse, an Employer, a Designated Entity or a
Designated Group, the following provisions apply:

     (a) For an Executive who elected a monthly Executive Pension Supplement,
the Plan will:

          (i)  suspend all Executive Pension Supplement payments; and


          (ii) if, but only if, the Executive is Retirement Eligible at the time
               of subsequent actual retirement:

               (1)  restore previous years of Eligibility Service and Executive
                    Benefit Service accrued prior to the Executive's retirement;
                    and

               (2)  recalculate the Executive's Executive Pension Supplement in
                    accordance with the Plan at his or her subsequent actual
                    retirement date as long as the Executive then meets all Plan
                    benefit qualification requirements.

     The Executive, having previously met the five years of continuous service
as an Executive requirement prior to his or her first retirement, need not again
meet that requirement. The Executive's Average Annual Compensation will be
computed without regard to the break in service, using zero for any periods
during which the Executive was a retiree.

     In addition, if the Executive elected to take a lump sum Qualified Plan
Benefit with respect to his or her initial retirement, then in any subsequent
calculation of the Executive's Executive Pension Supplement, the Executive's
Executive Pension Base will be reduced by both the Executive's Qualified Plan
Benefit received at the time of the initial retirement and the Executive's
Qualified Plan Benefit accrued from the date of rehire through the date of his
or her subsequent retirement.

     (b) For an Executive who elected a lump sum Executive Pension Supplement
and who is Retirement Eligible at the time of subsequent actual retirement, the
Plan will:



                                      -14-
<PAGE>   17



          (i)  restore previous years of Eligibility Service but not previous
               years of Executive Benefit Service; and

          (ii) calculate the Executive's additional Executive Pension Supplement
               at his or her subsequent actual retirement date on the basis of
               years of service after the rehire in accordance with the Plan as
               long as the Executive then meets all Plan benefit qualification
               requirements.

     As under Section 1(a) of this Appendix B, the Executive, having previously
met the five years of continuous service as an Executive requirement prior to
his or her first retirement, need not again meet that requirement. The
Executive's Average Annual Compensation will be computed without regard to the
break in service, using zero for any periods during which the Executive was a
retiree.

     In addition, if the Executive elected a monthly Qualified Plan Benefit with
respect to his or her initial retirement, then the Executive's Qualified Plan
Benefit accrued from the date of rehire through the subsequent date of actual
retirement will be subtracted from the Executive's Executive Pension Base in
calculating the Executive's additional Executive Pension Supplement at his or
her subsequent retirement.

Section 2. Former Executives with Vested Pensions Rehired as Executives

     If the employment of an Executive of Westinghouse, an Employer, a
Designated Entity or a Designated Group who was eligible only for a vested
pension under the relevant qualified defined benefit or defined contribution
plan, if any, was terminated and the Executive is rehired by Westinghouse, an
Employer, a Designated Entity or a Designated Group, the following provisions
apply:

          (i)   restore previous years of Eligibility Service and Executive
                Benefit Service accrued prior to the Executive's termination of
                employment;

          (ii)  the Executive must meet the five years of continuous service as
                an Executive requirement prior to a subsequent actual retirement
                counting only years of service after the rehire; and

          (iii) only base salary and incentive awards earned after the rehire
                will be used in computing Average Annual Compensation.

     In addition, if the Executive elected to take his or her Vested Pension as
a lump sum, in any calculation of an Executive Pension Supplement at actual
retirement the Executive's Executive Pension Base will be reduced by both the
Executive's Qualified Plan Benefit at the time of the initial termination of
employment and the Executive's Qualified Plan Benefit accrued from the date of
rehire through the date of actual retirement.





                                      -15-
<PAGE>   18



Section 3. Retired Executives Rehired in Non-Executive Positions

     If an Executive who retired from Westinghouse, an Employer, a Designated
Entity or a Designated Group and who received or is receiving an Executive
Pension Supplement as a lump sum or on a monthly basis is rehired by
Westinghouse, an Employer, a Designated Entity or a Designated Group in a
non-Executive position, the following provisions apply:

     (a) For a former Executive who elected a monthly Executive Pension
Supplement, the Plan will:

          (i)  suspend all Executive Pension Supplement payments; and

          (ii) if, but only if, the former Executive is still Retirement
               Eligible at time of subsequent actual retirement, recommence
               Executive Pension Supplement payments at the time of the
               Executive's subsequent actual retirement without recalculation of
               amount.

     At subsequent actual retirement, the former Executive may re-select any
form of payment of his or her Executive Pension Supplement then permitted under
the Plan.

     (b) For a former Executive who elected to take his or her Executive Pension
Supplement as a lump sum, no further benefits will be paid by the Plan.






                                      -16-