<PAGE>   1

                                                                   Exhibit (24)

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 15th day of March, 1997.


                                             /S/ FRANK C. CARLUCCI
                                             --------------------------------

<PAGE>   2


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ ROBERT E. CAWTHORN
                                             --------------------------------


<PAGE>   3


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ GARY M. CLARK
                                             --------------------------------


<PAGE>   4


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 17th day of March, 1997.


                                             /S/ GEORGE H. CONRADES
                                             --------------------------------


<PAGE>   5


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 19th day of March, 1997.


                                             /S/ WILLIAM H. GRAY III
                                             --------------------------------


<PAGE>   6


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ MICHAEL H. JORDAN
                                             --------------------------------


<PAGE>   7


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 16th day of March, 1997.


                                             /S/ MEL KARMAZIN
                                             --------------------------------


<PAGE>   8


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ DAVID K. P. LI
                                             --------------------------------


<PAGE>   9


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ DAVID T. MCLAUGHLIN
                                             --------------------------------


<PAGE>   10


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 15th day of March, 1997.


                                             /S/ RICHARD R. PIVIROTTO
                                             --------------------------------


<PAGE>   11


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ FREDRIC G. REYNOLDS
                                             --------------------------------


<PAGE>   12

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 18th day of March, 1997.


                                             /S/ CAROL V. SAVAGE
                                             --------------------------------
<PAGE>   13


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 17th day of March, 1997.


                                             /S/ RAYMOND W. SMITH
                                             --------------------------------


<PAGE>   14


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 14th day of March, 1997.


                                             /S/ PAULA STERN
                                             --------------------------------


<PAGE>   15


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of WESTINGHOUSE ELECTRIC CORPORATION, a Pennsylvania corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, its Annual Report on Form 10-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended
December 31, 1996, hereby constitutes and appoints Michael H. Jordan, Gary M.
Clark, Fredric G. Reynolds, Louis J. Briskman, Carol V. Savage, Claudia E. Morf
and Angeline C. Straka his/her true and lawful attorneys-in-fact and agents,
and each of them, with full power to act without the others, for him/her and in
his/her name, place and stead, in any and all capacities, to sign the Annual
Report on Form 10-K and any and all amendments thereto, with power where
appropriate to affix the corporate seal of said Corporation thereto and to
attest said seal, and to file said Form 10-K and any and all other documents in
connection therewith, with the Securities Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has duly signed this Power of
Attorney this 19th day of March, 1997.


                                             /S/ ROBERT D. WALTER
                                             --------------------------------
<PAGE>   16


                     EXTRACT FROM MINUTES OF MEETING OF THE
                             BOARD OF DIRECTORS OF
                       WESTINGHOUSE ELECTRIC CORPORATION
                            HELD ON JANUARY 29, 1997

                            -----------------------


     RESOLVED, that the Chief Executive Officer of the Company, its Vice
Chairman and President, its Executive Vice President and Chief Financial
Officer, its Senior Vice President and General Counsel, its Vice President and
Chief Accounting Officer, its Vice President and Treasurer, and its Vice
President, Secretary and Associate General Counsel are, and each of them with
full power to act without the others hereby is, authorized to prepare, or cause
to be prepared, and to execute the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 and the Company's Quarterly Reports on Form 10-Q
for 1997, as well as any and all other reports specified under the regulations
of the Securities and Exchange Commission, and any and all amendments thereto,
on behalf of and as attorneys for the Company and to file said Forms 10-K and
10-Q and other reports, and any and all amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission on behalf of, and as attorneys for, the
Company; and

     RESOLVED, that any action or actions taken by any officer of the Company
prior to the date of the foregoing resolution adopted by this Board of
Directors that are within the authority conferred thereby are hereby ratified,
confirmed and approved.

                            -----------------------


     I, C. L. McADAMS, Assistant Secretary of Westinghouse Electric
Corporation, DO HEREBY CERTIFY that the foregoing is a true and correct copy of
resolutions adopted at a meeting of the Board of Directors of said Company held
on January 29, 1997, at which meeting a quorum was present and which
resolutions are still in full force and effect.


<PAGE>   17



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Company.

Dated: March 18, 1997

                                                        /s/ C. L. McADAMS
                                                     -------------------------
                                                        Assistant Secretary